RELIASTAR LIFE INSUR CO OF NY VAR ANNUITY SEPARATE ACCT II, 485BPOS, 2000-05-01

RELIASTAR LIFE INSUR CO OF NY VAR ANNUITY SEPARATE ACCT II
485BPOS, 2000-05-01

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<PAGE> 1

FILE NO. 333-61879
FILE NO. 811-08965
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 2 [X]

AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. 3 [X]

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
VARIABLE ANNUITY SEPARATE ACCOUNT II
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
(NAME OF DEPOSITOR)

20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55401
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (612) 372-5597
------------------------

JAMES M. ODLAND

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55401
(NAME AND ADDRESS OF AGENT OF SERVICE)
------------------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the Registration Statement becomes effective.

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

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485

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

[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on (date) pursuant to paragraph (a) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
------------------------
TITLE OF SECURITIES BEING REGISTERED: VARIABLE ANNUITY CONTRACTS ISSUED BY A
REGISTERED SEPARATE ACCOUNT.
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- --------------------------------------------------------------------------------
<PAGE> 2

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
VARIABLE ANNUITY SEPARATE ACCOUNT II

CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

<TABLE>
<CAPTION>
FORM N-4
ITEM NUMBER PART A INFORMATION REQUIRED IN PROSPECTUS
- ----------- -----------------------------------------
<C> <S>
1. Cover Page
2. Definitions
3. Summary of Contract Expenses
4. Performance Information and Condensed Financial Information
5. ReliaStar Life Insurance Company of New York; The Variable
Account; Investments of the Variable Account
6. Charges Made by ReliaStar Life Insurance Company of New York
7. The Contracts
8. Annuity Provisions
9. The Contracts
10. The Contracts
11. The Contracts
12. Federal Tax Status
13. Legal Proceedings
14. Statement of Additional Information Table of Contents

PART B INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL
INFORMATION
------------------------------------------------------------

15. Cover Page
16. Table of Contents
17. Introduction
18. Administration of the Contracts
19. Distribution of the Contracts
20. Distribution of the Contracts
21. Calculation of Yield and Return
22. Annuity Provisions (In Prospectus)
23. Financial Statements

PART C OTHER INFORMATION
------------------------------------------------------------

24. Financial Statements and Exhibits
25. Directors and Officers of the Depositor
26. Persons Controlled by or Under Common Control with the
Depositor or Registrant
27. Number of Contract Owners
28. Indemnification
29. Principal Underwriters
30. Location of Accounts and Records
31. Not Applicable
32. Undertakings
</TABLE>
<PAGE> 3

MAY 1, 2000

[RELIASTAR LOGO]

SELECTQANNUITY NY

Individual Deferred Variable/Fixed Annuity Contracts

Issued By

ReliaStar Life Insurance Company of New York
Variable Annuity Separate Account II
of ReliaStar Life Insurance Company of New York

PROFILE OF OUR INDIVIDUAL FIXED AND VARIABLE ANNUITY CONTRACT

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT FEATURES OF THE CONTRACT
THAT YOU SHOULD KNOW AND CONSIDER BEFORE PURCHASING IT. THE CONTRACT IS MORE
FULLY DESCRIBED IN THE PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE READ
THE PROSPECTUS CAREFULLY.

1. THE ANNUITY CONTRACT: The fixed and variable annuity contract we are offering
is a contract between you, the owner, and us, ReliaStar Life Insurance Company
of New York ("ReliaStar New York"). It provides a means for selecting one or
more investment funds ("Investment Options" or "Funds") on a tax-deferred basis.
The Contract is intended for retirement savings or other long-term investment
purposes and provides for a death benefit and guaranteed income options.

Through the Variable Account, the Contract offers up to 34 investment
options. Currently there is no charge for transfers. The returns on these
investment options are not guaranteed and you can possibly lose money.

The Contract also offers a Fixed Account. This Fixed Account has an
interest rate that is set periodically by ReliaStar New York. While your money
is in the fixed account, the interest you earn and your principal is guaranteed
by ReliaStar New York.

The Contract has two phases: the accumulation phase and the income or
payout phase. During the accumulation phase, earnings accumulate on a
tax-deferred basis and are not taxed as income until you make a withdrawal. The
amounts accumulated during the accumulation phase will determine the amount of
annuity payments. The income phase occurs when you begin receiving regular
annuity payments from your contract on the annuity commencement date.

2. ANNUITY PAYMENTS (THE INCOME PHASE): If you want to receive regular income
from your annuity, you can choose one of three options: (1) monthly payments for
your life (assuming you are the annuitant); (2) monthly payments for your life,
but with payments continuing to the beneficiary for 10 or 20 years (as you
select) if you die before the end of the selected period; and (3) monthly
payments for your life and for the life of another person (usually your spouse)
selected by you. Once you begin receiving regular annuity payments, you cannot
change your payment plan.

During the income phase, you have the same investment options you had
during the accumulation phase. You can choose to have annuity payments come from
the Fixed Account, the Variable Account or both. If you choose to have any part
of your payments come from the Variable Account, the dollar amount of your
annuity payments may go up or down.

3. PURCHASE: The minimum amount ReliaStar New York will accept as an initial
purchase payment is $5,000 for Non-Qualified Contracts and $2,000 for Qualified
Contracts. ReliaStar New York may choose not to accept any subsequent purchase
payment for a Non-Qualified Contract if it is less than $500 and for a Qualified
Contract if it is less than $200. ReliaStar New York may choose not to accept
any subsequent purchase payments if the additional payments, when added to the
Contract Value at the next Valuation Date, would exceed $1 million.

4. INVESTMENT OPTIONS: You can put your money in up to 34 investment options
which are described in the prospectuses for the Funds.

<PAGE> 4

<TABLE>
AIM VARIABLE FIDELITY VARIABLE INSURANCE FIDELITY VARIABLE INSURANCE
INSURANCE FUNDS: THE ALGER AMERICAN FUND: PRODUCTS FUND: PRODUCTS FUND II:
<S> <C> <C> <C>
AIM V.I. Dent Alger American Growth VIP Equity-Income VIP II
Demographic Portfolio Portfolio -- Contrafund(R)Portfolio --
Trends Fund Alger American Leveraged All- Initial Class Initial Class
Cap Portfolio VIP Growth Portfolio -- VIP II Index 500 Portfolio --
Alger American Midcap Growth Initial Class Initial Class
Portfolio VIP High Income Portfolio -- VIP II Investment Grade Bond
Alger American Small Initial Class Portfolio -- Initial Class
Capitalization Portfolio VIP Money Market Portfolio --
Initial Class

AIM VARIABLE
INSURANCE FUNDS: JANUS ASPEN SERIES:
<S> <C>
AIM V.I. Dent Aggressive Growth Portfolio
Demographic Growth Portfolio
Trends Fund International Growth Portfolio
Worldwide Growth Portfolio
</TABLE>

<TABLE>
NEUBERGER BERMAN ADVISERS PILGRIM VARIABLE PRODUCTS
MANAGEMENT TRUST: OCC ACCUMULATION TRUST: TRUST: PUTNAM VARIABLE TRUST:
<S> <C> <C> <C>
Limited Maturity Bond Equity Portfolio Pilgrim VP Growth Putnam VT Growth and Income
Portfolio Global Equity Portfolio Opportunities Fund -- Class IA Shares
Partners Portfolio Managed Portfolio Portfolio Putnam VT New Opportunities
Socially Responsive Portfolio Small Cap Portfolio Pilgrim VP Growth + Value Fund -- Class IA Shares
Portfolio Putnam VT Voyager Fund -- Class
Pilgrim VP High Yield Bond IA Shares
Portfolio
Pilgrim VP International Value
Portfolio
Pilgrim VP MagnaCap Portfolio
Pilgrim VP MidCap
Opportunities
Portfolio
Pilgrim VP Research Enhanced
Index Portfolio
Pilgrim VP SmallCap
Opportunities Portfolio
</TABLE>

Depending upon market conditions, you can make or lose money in any of these
Funds.

5. EXPENSES: The Contract has insurance features and investment features, and
there are costs related to each.

Each year ReliaStar New York deducts a $30 contract maintenance charge from
your Contract. Reliastar New York reserves the right to waive this Annual
Contract Charge where the cumulative purchase payments, less any cumulative
partial surrenders, exceed $50,000. We also deduct for insurance and
administrative charges which annually total 1.40% of the average daily value of
your Contract allocated to the investment portfolios.

There are also investment fund annual expenses which range from 0.27% to
1.53% of the average daily value of the investment fund depending upon the
investment option which you select.

If you take your money out, we may assess a withdrawal charge. This charge
is equal to a maximum of 6.00% in payment years 1 and 2 and reduces to 0 after
payment year 6.

Upon written notice to you, we may also assess a state premium tax charge
if the State of New York adopts a premium tax that would apply to your Contract.

The following chart is designed to help you understand the expenses in the
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance charge (which is represented as 0.06% below), the 1.40% insurance
charges assessed on most Contracts, and the investment expenses for each
investment portfolio. The next two columns show you two examples of the
expenses, in dollars, you would pay under a Contract. The examples assume that
you invested $1,000 in a Contract which earns 5.00% annually and that you
withdraw your money: (1) at the end of year 1, and (2) at the end of year 10.
For year 1, the Total Annual Expenses are assessed as well as the withdrawal
charges. For year 10, the example shows the aggregate of all the annual expenses
assessed for the 10 years, but there is no withdrawal charge. The premium tax is
assumed to be 0.00% in both examples.

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<TABLE>
<CAPTION>
TOTAL ANNUAL
EXPENSES AT END OF:
--------------------
TOTAL ANNUAL TOTAL ANNUAL TOTAL ANNUAL (1) (2)
INVESTMENT FUNDS INSURANCE CHARGES PORTFOLIO EXPENSES EXPENSES 1 YEAR 10 YEARS
- ---------------- ----------------- ------------------ ------------ ------- ---------
<S> <C> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends
Fund............................. 1.46% 1.40% 2.86% $88 $365
THE ALGER AMERICAN FUND:
Alger American Growth Portfolio..... 1.46% 0.79% 2.25% $82 $308
Alger American Leveraged AllCap
Portfolio........................ 1.46% 0.93% 2.39% $83 $321
Alger American MidCap Growth
Portfolio........................ 1.46% 0.85% 2.31% $82 $314
Alger American Small Capitalization
Portfolio........................ 1.46% 0.90% 2.36% $83 $319
FIDELITY VARIABLE INSURANCE
PRODUCTS FUND:
VIP Equity-Income
Portfolio -- Initial Class....... 1.46% 0.56% 2.02% $80 $286
VIP Growth Portfolio -- Initial
Class............................ 1.46% 0.65% 2.11% $80 $294
VIP High Income Portfolio -- Initial
Class............................ 1.46% 0.69% 2.15% $81 $298
VIP Money Market
Portfolio -- Initial Class....... 1.46% 0.27% 1.73% $77 $256
FIDELITY VARIABLE INSURANCE
PRODUCTS FUND II:
VIP II Contrafund(R)
Portfolio -- Initial Class....... 1.46% 0.65% 2.11% $80 $294
VIP II Index 500
Portfolio -- Initial Class....... 1.46% 0.28% 1.74% $77 $257
VIP II Investment Grade Bond
Portfolio -- Initial Class....... 1.46% 0.54% 2.00% $79 $284
JANUS ASPEN SERIES:
Aggressive Growth Portfolio......... 1.46% 0.67% 2.13% $81 $296
Growth Portfolio.................... 1.46% 0.67% 2.13% $81 $296
International Growth Portfolio...... 1.46% 0.76% 2.22% $82 $305
Worldwide Growth Portfolio.......... 1.46% 0.70% 2.16% $81 $299
NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST:
Limited Maturity Bond Portfolio..... 1.46% 0.76% 2.22% $82 $305
Partners Portfolio.................. 1.46% 0.87% 2.33% $83 $316
Socially Responsive Portfolio....... 1.46% 1.53% 2.99% $89 $377
OCC ACCUMULATION TRUST:
Equity Portfolio.................... 1.46% 0.91% 2.37% $83 $319
Global Equity Portfolio............. 1.46% 1.10% 2.56% $85 $337
Managed Portfolio................... 1.46% 0.83% 2.29% $82 $312
Small Cap Portfolio................. 1.46% 0.89% 2.35% $83 $318
PILGRIM VARIABLE PRODUCTS TRUST:
Pilgrim VP Growth Opportunities
Portfolio........................ 1.46% 0.90% 2.36% $83 $319
Pilgrim VP Growth + Value
Portfolio........................ 1.46% 0.80% 2.26% $82 $309
Pilgrim VP High Yield Bond
Portfolio........................ 1.46% 0.80% 2.26% $82 $309
Pilgrim VP International Value
Portfolio........................ 1.46% 1.00% 2.46% $84 $328
Pilgrim VP MidCap Opportunities
</TABLE>

iii
<PAGE> 6

Certain of the portfolios are subject to fee reimbursement or waiver
arrangements. The charges above reflect any expense reimbursement or fee waiver.
For more detailed information, see Summary of Contract Expenses in the
Prospectus for the Contract. The Total Annual Insurance charges listed above
represent the maximum insurance charges that currently may be assessed for
Contract expenses.

6. TAXES: Your earnings are not taxed until you take them out. If you withdraw
money, earnings may come out first and will be taxed as income. If you are
younger than 59 1/2 when you take money out, you may be charged a 10% federal
tax penalty on the amount treated as taxable income. Annuity payments during the
income phase may be considered partly a return of your original investment, in
which case that part of each payment is not taxable as income.

7. ACCESS TO YOUR MONEY: You can take money out at any time during the
accumulation phase. After the first year, you can take up to 10.00% of your
total purchase payments each year without charge from us. Withdrawals in excess
of that will be charged a maximum of 6.00% in payment years 1 and 2 which
reduces to 0 after payment year 6. After we have a payment for 6 years, there is
no charge for withdrawals for those payments. You may also have to pay income
tax and a tax penalty on any money you take out. Each purchase payment you add
to your Contract has its own 6 year withdrawal charge period.

8. PERFORMANCE: The value of the Contract will vary up or down depending upon
the investment performance of the investment fund you choose. Performance will
be affected by the insurance charges, the contract maintenance charge, the
investment expenses and other expenses of the investment fund, and any
applicable withdrawal charges. Past performance is not a guarantee of future
results.

9. DEATH BENEFIT: If you die prior to the income phase, the person you have
chosen as your beneficiary will receive a death benefit. This death benefit will
be the greater of three amounts: 1) the current Contract Value, or 2) the money
you've put in reduced, in the event of any partial surrender, by a specified
formula, or 3) the Contract Value at the most recent specified contract
anniversary plus any money you've added since that anniversary reduced, in the
event of any partial surrender by a specified formula, based upon any money
you've taken out since that anniversary. For a description of the formula for
establishing reductions resulting from partial surrenders, see the Prospectus.
If you die after age 85, your beneficiary would receive the Contract Value.

10. OTHER INFORMATION

FREE LOOK. If you cancel the Contract within 10 days after receiving it, we will
return the sum of (a) the difference between the Purchase Payments received
including any fees or other charges and the amounts, if any, allocated to the
Sub-Accounts or the Fixed Account under the Contract and (b) the Contract Value
as of the next Valuation Date after we receive your request. No Surrender
Charges will apply.

NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.

WHO SHOULD PURCHASE THE CONTRACT? This Contract is designed for people seeking
long-term tax-deferred accumulation of assets, generally for retirement or other
long-term purposes. The tax-deferred feature is most attractive to

iv
<PAGE> 7

people in high federal and state tax brackets. You should not buy this Contract
if you are looking for a short-term investment or if you cannot take the risk of
getting back less money than you put in.

ADDITIONAL FEATURES. This Contract has additional Features you might be
interested in. These include:

- You can arrange to have money automatically sent to you each month
while your Contract is still in the accumulation phase. Of course,
you'll have to pay taxes on money you receive. ReliaStar New York
calls this feature the Systematic Withdrawal Program.

- You can arrange to have a regular amount of money automatically
transferred to investment portfolios each month to provide for regular
level investments over time. ReliaStar New York calls this feature
Dollar Cost Averaging.

- ReliaStar New York will automatically readjust the money in your
Contract between investment portfolios periodically to keep the blend
you select. ReliaStar New York calls this feature Portfolio
Rebalancing.

These features may not be suitable for your particular situation.

11. INQUIRIES: If you need more information, please contact us at:

ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
Woodbury, New York 11797

1-877-884-5050

or the distributor of the Contracts, our affiliated Company,
Washington Square Securities, Inc.
20 Washington Avenue South
Minneapolis, Minnesota 55401
1-800-621-3750

or your registered representative

v
<PAGE> 8

[RELIASTAR LOGO]
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
1000 WOODBURY ROAD, SUITE 102
WOODBURY, NEW YORK 11797

1-877-884-5050

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

SELECTQANNUITY NY

Individual Deferred Variable/Fixed Annuity Contracts
Issued by

The ReliaStar Life Insurance Company of New York
Variable Annuity Separate Account II
of ReliaStar Life Insurance Company of New York

This Prospectus offers flexible purchase payment Individual Deferred
Variable/Fixed Annuity Contracts. The Contracts are sold both as non-qualified
contracts and in connection with retirement plans which may qualify for special
federal tax treatment under the Internal Revenue Code. (See "Federal Tax
Status.") Annuity payouts from the Contracts are deferred until a selected later
date. The Contracts are issued by ReliaStar Life Insurance Company of New York
Variable Annuity Separate Account II (the "Variable Account"), a separate
account of ReliaStar Life Insurance Company of New York ("ReliaStar New York").

Subject to certain restrictions, you can allocate premiums to:

- the Fixed Account, an account that provides a minimum specified rate of
interest; and

- Sub-Accounts of the Variable Account, which allow you to invest in
certain portfolios of the following Funds (the "Investment Funds"):

AIM Variable Insurance Funds

The Alger American Fund
Fidelity Variable Insurance Products Fund
Fidelity Variable Insurance Products Fund II
Janus Aspen Series
Neuberger Berman Advisers Management Trust

OCC Accumulation Trust

Pilgrim Variable Products Trust

Putnam Variable Trust

The Variable Account, your account value and the amount of any variable
annuity payments that you receive will vary, primarily based on the investment
performance of the Investment Funds you select. (For more information about
investing in the Investment Funds, see "Investments of the Variable Account".)
The Fixed Account is the general account of ReliaStar New York.

Additional information about the Contracts, ReliaStar New York and the
Variable Account, contained in a Statement of Additional Information dated May
1, 2000, has been filed with the Securities and Exchange Commission. The
Statement of Additional Information is available by accessing the SEC's internet
web site (http://www.sec.gov) or upon request without charge by writing to
Washington Square Securities, Inc., 20 Washington Avenue South, Minneapolis,
Minnesota 55401 or by calling 1-877-884-5050. The Statement of Additional
Information is incorporated by reference in this Prospectus, and its Table of
Contents can be found on page 33 of this Prospectus.

THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT THE CONTRACT
THAT A PROSPECTIVE INVESTOR OUGHT TO KNOW BEFORE INVESTING AND SHOULD BE
RETAINED FOR FUTURE REFERENCE.

THESE INSURANCE AND INVESTMENT PRODUCTS:

- ARE NOT BANK DEPOSITS OR GUARANTEED BY A BANK

- ARE NOT INSURED OR GUARANTEED BY THE FDIC, THE FEDERAL RESERVE BOARD OR
ANY OTHER GOVERNMENT AGENCY

- ARE AFFECTED BY MARKET FLUCTUATIONS AND SO INVOLVE INVESTMENT RISK,
INCLUDING POSSIBLE LOSS OF PRINCIPAL

- HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus must be accompanied or preceded by the current prospectuses
for the investment funds offered by AIM Variable Insurance Funds, The Alger
American Fund, Fidelity Variable Insurance Products Fund, Fidelity Variable
Insurance Products Fund II, Janus Aspen Series, Neuberger Berman Advisers
Management Trust, OCC Accumulation Trust, Pilgrim Variable Products Trust, and
Putnam Variable Trust.

THE DATE OF THIS PROSPECTUS IS MAY 1, 2000.

<PAGE> 9

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS............................... 3
SUMMARY OF CONTRACT EXPENSES.............. 5
RELIASTAR LIFE INSURANCE COMPANY OF NEW
YORK.................................... 11
THE VARIABLE ACCOUNT...................... 11
INVESTMENTS OF THE VARIABLE ACCOUNT....... 12
CHARGES MADE BY RELIASTAR NEW YORK........ 15
Surrender Charge (Contingent Deferred
Sales Charge)........................ 15
Annual Contract Charge.................. 16
Waiver of Charges....................... 16
Mortality Risk Premium.................. 17
Expense Risk Premium.................... 17
Administration Charge................... 17
Premium and Other Taxes................. 17
General: Reduction or Waiver of Charges
or Minimum Purchase Payments......... 17
Expenses of the Investment Funds........ 17
ADMINISTRATION OF THE CONTRACTS........... 18
THE CONTRACTS............................. 18
Allocation of Purchase Payments......... 18
Sub-Account Accumulation Unit Value..... 18
Net Investment Factor................... 19
Death Benefit Before the Annuity
Commencement Date.................... 19
Death Benefit After the Annuity
Commencement Date.................... 20
Surrender (Redemption).................. 20
Systematic Withdrawals.................. 20
Transfers............................... 21
WRITTEN TRANSFERS....................... 21
TELEPHONE/FAX INSTRUCTIONS.............. 22
DOLLAR COST AVERAGING TRANSFERS......... 22
PORTFOLIO REBALANCING SERVICE........... 22
Assignments............................. 23
Contract Owner and Beneficiaries........ 23
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Contract Inquiries...................... 23
ANNUITY PROVISIONS........................ 23
Annuity Commencement Date............... 23
Annuity Form Selection.................. 24
Annuity Forms........................... 24
Frequency and Amount of Annuity
Payments............................. 24
Annuity Payments........................ 24
Sub-Account Annuity Unit Value.......... 25
Assumed Investment Rate................. 25
FEDERAL TAX STATUS........................ 26
Introduction............................ 26
Tax Status of the Contract.............. 26
Taxation of Annuities................... 27
Taxation of Death Benefit Proceeds...... 28
Penalty Tax on Certain Distributions.... 28
Possible Changes in Taxation............ 28
Transfers, Assignments or Exchanges of a
Contract............................. 28
Withholding............................. 28
Multiple Contracts...................... 28
Taxation of Qualified Plans............. 29
Possible Charge for ReliaStar New York's
Taxes................................ 30
Other Tax Consequences.................. 30
VOTING OF FUND SHARES..................... 30
DISTRIBUTION OF THE CONTRACTS............. 30
REVOCATION................................ 31
REPORTS TO OWNERS......................... 31
LEGAL PROCEEDINGS......................... 31
EXPERTS................................... 31
FURTHER INFORMATION....................... 31
STATEMENT OF ADDITIONAL INFORMATION TABLE
OF CONTENTS............................. 33
APPENDIX A: THE FIXED ACCOUNT............. A-1
APPENDIX B: PERFORMANCE INFORMATION AND
CONDENSED FINANCIAL INFORMATION......... B-1
</TABLE>

2
<PAGE> 10

DEFINITIONS

ANNUITANT -- The person who is named by the Owner whose life determines the
annuity benefits payable.

ANNUITY COMMENCEMENT DATE (COMMENCEMENT DATE) -- The date on which the
annuity payments begin, which must be the first day of a month. The date will be
the first day of the month following the Annuitant's 75th birthday unless an
earlier or later date has been selected by the Owner and, if the date is later,
it has been agreed to by ReliaStar New York.

BENEFICIARY -- The person who is named to receive the Contract Value upon
the death of the Owner before the Annuity Commencement Date or to receive the
balance of the annuity payments, if any, under the Annuity Form in effect at the
Annuitant's death.

CODE -- The Internal Revenue Code of 1986, as amended.

CONTRACT ANNIVERSARY -- Occurs yearly on the same day and month the
Contract was issued.

CONTRACT OWNER (OWNER) -- The person who controls all the rights and
privileges under the Contract. The Annuitant owns the Contract unless another
Owner is named as provided for in the Contract. The Contract may be owned by
one, but no more than two, natural persons only, except when it is held under a
retirement plan or program described in Section 401(a), 403(a), 403(b), 408 or
408A or similar provisions of the Code.

CONTRACT VALUE -- The sum of (a) the Variable Account Contract Value, which
is the value of the Sub-Account Accumulation Units under the Contract plus (b)
the Fixed Account Contract Value, which is the sum of purchase payments
allocated to the Fixed Account under the Contract, plus credited interest, minus
surrenders, surrender charges previously applied, and any annual administrative
charges applicable to the Fixed Account, and minus any transfers to the Variable
Account.

CONTRACT YEAR -- Each twelve-month period starting with the date the
Contract was issued and each Contract Anniversary after that.

DEATH BENEFIT -- The amount payable upon the death of a Contract Owner
before the Annuity Commencement Date. (See "Death Benefit Before the Annuity
Commencement Date.")

DEATH BENEFIT VALUATION DATE -- The Death Benefit Valuation Date is the
Valuation Date next following the date ReliaStar New York receives proof of
death and a written request from the Beneficiary for a single sum payment or an
Annuity Form permitted by Section 72(s) of the Code.

FIXED ACCOUNT -- The Fixed Account is the general account of ReliaStar New
York, which consists of all assets of ReliaStar New York other than those
allocated to separate accounts of ReliaStar New York.

FIXED ANNUITY -- An annuity with payments which do not vary as to dollar
amount.

INVESTMENT FUNDS -- Any open-end management investment company (or
portfolio thereof) or unit investment trust (or series thereof) in which a
Sub-Account invests.

QUALIFIED PLAN -- A retirement plan under Sections 401, 403(a), 403(b), 408
or 408A or similar provisions of the Code.

SPECIFIED CONTRACT ANNIVERSARY -- Each consecutive six year anniversary
date measured from the date the Contract was issued. The Specified Contract
Anniversary is used to determine the Death Benefit payable if the Contract Owner
dies before the Annuity Commencement Date. (See "Death Benefit Before the
Annuity Commencement Date.")

SUB-ACCOUNT -- That portion of the Variable Account which invests in shares
of a specific Investment Fund.

SUB-ACCOUNT ACCUMULATION UNIT -- A unit of measure used to determine the
Variable Account Contract Value before annuity payments start.

SUCCESSOR BENEFICIARY -- The person named to become the Beneficiary if the
Beneficiary is not alive.

VALUATION DATE -- Each day on which the New York Stock Exchange is open for
business except for a day that a Sub-Account's corresponding Fund does not value
its shares. The New York Stock Exchange is currently closed on weekends and on
the following holidays: New Year's Day; Martin Luther King, Jr. Day; President's
Day; Good Friday; Fourth of July; Labor Day; Thanksgiving Day; and Christmas
Day.

VALUATION PERIOD -- The time interval between a Valuation Date and the next
Valuation Date.

3
<PAGE> 11

VARIABLE ACCOUNT -- ReliaStar Life Insurance Company of New York Variable
Annuity Separate Account II. A separate account of ReliaStar New York consisting
of assets set aside by ReliaStar New York, the investment performance of which
is kept separate from that of the general assets of ReliaStar New York.

VARIABLE ANNUITY -- A series of periodic payments to the Contract Payee
which will vary in amount, primarily based on the investment results of the
Sub-Accounts under the Contract.

VARIABLE ANNUITY UNIT -- A unit of measure used in the calculation of the
second and each subsequent variable annuity payment from the Variable Account.

4
<PAGE> 12

SUMMARY OF CONTRACT EXPENSES

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Sales Charge Imposed on Purchases........................... None
Surrender Charge (as a percentage of amounts surrendered
attributable to purchase payments made in the last six
Contract Years)(a)
</TABLE>

<TABLE>
<CAPTION>
CONTRACT YEAR OF SURRENDER MINUS CONTRACT SURRENDER CHARGE AS A PERCENTAGE OF
YEAR OF PURCHASE PAYMENT EACH PURCHASE PAYMENT
- ----------------------------------------- -----------------------------------
<S> <C>
0-1 6%
2-3 5
4-5 4
6 and later 0
</TABLE>

<TABLE>
<S> <C>
Transfer Charge(b).......................................... None
ANNUAL CONTRACT CHARGE...................................... $30
VARIABLE ACCOUNT ANNUAL EXPENSES (as a percentage of average
account value)
Mortality and Expense Risk Premiums(c).................... 1.25%
Other Account Fees and Expenses (See "Administration
Charge").................................................. 0.15%
Total Variable Account Annual Expenses...................... 1.40%
</TABLE>

5
<PAGE> 13

Annual Investment Fund Expenses After Reimbursements(e)(f)(g)(i)(j)(l)(m):
(as a percentage of Investment Fund average net assets)

<TABLE>
<CAPTION>
TOTAL INVESTMENT
MANAGEMENT OTHER FUND ANNUAL
FEES EXPENSES EXPENSES
---------- -------- ----------------
<S> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends Fund(c).................. 0.85% 0.55% 1.40%
THE ALGER AMERICAN FUND:
Alger American Growth Portfolio(c)........................ 0.75% 0.04% 0.79%
Alger American Leveraged AllCap Portfolio(c).............. 0.85% 0.08% 0.93%
Alger American MidCap Growth Portfolio(c)................. 0.80% 0.05% 0.85%
Alger American Small Capitalization Portfolio(c).......... 0.85% 0.05% 0.90%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND (VIP):
VIP Equity-Income Portfolio -- Initial Class(c)(d)........ 0.48% 0.08% 0.56%
VIP Growth Portfolio -- Initial Class(c)(d)............... 0.58% 0.07% 0.65%
VIP High Income Portfolio -- Initial Class(c)............. 0.58% 0.11% 0.69%
VIP Money Market Portfolio -- Initial Class............... 0.18% 0.09% 0.27%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (VIP II):
VIP II Contrafund(R) Portfolio -- Initial Class(c)(d)..... 0.58% 0.07% 0.65%
VIP II Index 500 Portfolio -- Initial Class(c)(d)......... 0.24% 0.04% 0.28%
VIP II Investment Grade Bond Portfolio -- Initial
Class(c)............................................... 0.43% 0.11% 0.54%
JANUS ASPEN SERIES:
Aggressive Growth Portfolio(c)(e)......................... 0.65% 0.02% 0.67%
Growth Portfolio(c)(e).................................... 0.65% 0.02% 0.67%
International Growth Portfolio(c)(e)...................... 0.65% 0.11% 0.76%
Worldwide Growth Portfolio(c)(e).......................... 0.65% 0.05% 0.70%
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST:
Limited Maturity Bond Portfolio(c)........................ 0.65% 0.11% 0.76%
Partners Portfolio(c)..................................... 0.80% 0.07% 0.87%
Socially Responsive Portfolio(c)(f)....................... 0.85% 0.68% 1.53%
OCC ACCUMULATION TRUST:
Equity Portfolio(c)(g).................................... 0.80% 0.11% 0.91%
Global Equity Portfolio(c)(g)............................. 0.80% 0.30% 1.10%
Managed Portfolio(c)(g)................................... 0.77% 0.06% 0.83%
Small Cap Portfolio(c)(g)................................. 0.80% 0.09% 0.89%
PILGRIM VARIABLE PRODUCTS TRUST:
Pilgrim VP Growth Opportunities Portfolio(h)(i)........... 0.75% 0.15% 0.90%
Pilgrim VP Growth + Value Portfolio(h).................... 0.75% 0.05% 0.80%
Pilgrim VP High Yield Bond Portfolio(h)................... 0.75% 0.05% 0.80%
Pilgrim VP International Value Portfolio(h)............... 1.00% 0.00% 1.00%
Pilgrim VP MagnaCap Portfolio(h)(i)....................... 0.75% 0.15% 0.90%
Pilgrim VP MidCap Opportunities Portfolio(h)(i)........... 0.75% 0.15% 0.90%
Pilgrim VP Research Enhanced Index Portfolio(h)........... 0.75% 0.14% 0.89%
Pilgrim VP Small Cap Opportunities Portfolio(h)........... 0.75% 0.15% 0.90%
PUTNAM VARIABLE TRUST:
Putnam VT Growth and Income Fund -- Class IA Shares....... 0.46% 0.04% 0.50%
Putnam VT New Opportunities Fund -- Class IA Shares....... 0.54% 0.05% 0.59%
Putnam VT Voyager Fund -- Class IA Shares................. 0.53% 0.04% 0.57%
</TABLE>

The fee and expense information above regarding the Investment Funds was
provided by the Funds.

Except for the Pilgrim Variable Products Trust, neither the Investment
Funds nor their Advisers are affiliated with ReliaStar New York.

6
<PAGE> 14

EXAMPLES

If you surrender your contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends Fund..................... $88 $148 $211 $365
THE ALGER AMERICAN FUND:
Alger American Growth Portfolio........................... 82 130 181 308
Alger American Leveraged AllCap Portfolio................. 83 134 188 321
Alger American MidCap Growth Portfolio.................... 82 132 184 314
Alger American Small Capitalization Portfolio............. 83 134 187 319
FIDELITY VARIABLE INSURANCE PRODUCTS FUND (VIP):
VIP Equity-Income Portfolio -- Initial Class.............. 80 123 170 286
VIP Growth Portfolio -- Initial Class..................... 80 126 175 294
VIP High Income Portfolio -- Initial Class................ 81 127 177 298
VIP Money Market Portfolio -- Initial Class............... 77 115 155 256
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (VIP II):
VIP II Contrafund(R) Portfolio -- Initial Class........... 80 126 175 294
VIP II Index 500 Portfolio -- Initial Class............... 77 115 156 257
VIP II Investment Grade Bond Portfolio -- Initial Class... 79 123 169 284
JANUS ASPEN SERIES:
Aggressive Growth Portfolio............................... 81 127 176 296
Growth Portfolio.......................................... 81 127 176 296
International Growth Portfolio............................ 82 129 180 305
Worldwide Growth Portfolio................................ 81 128 177 299
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST:
Limited Maturity Bond Portfolio........................... 82 129 180 305
Partners Portfolio........................................ 83 133 185 316
Socially Responsive Portfolio............................. 89 152 217 377
OCC ACCUMULATION TRUST:
Equity Portfolio.......................................... 83 134 187 319
Global Equity Portfolio................................... 85 140 197 337
Managed Portfolio......................................... 82 132 183 312
Small Cap Portfolio....................................... 83 133 186 318
PILGRIM VARIABLE PRODUCTS TRUST:
Pilgrim VP Growth Opportunities Portfolio................. 83 134 187 319
Pilgrim VP Growth + Value Portfolio....................... 82 131 182 309
Pilgrim VP High Yield Bond Portfolio...................... 82 131 182 309
Pilgrim VP International Value Portfolio.................. 84 137 192 328
Pilgrim VP MagnaCap Portfolio............................. 83 134 187 319
Pilgrim VP MidCap Opportunities Portfolio................. 83 134 187 319
Pilgrim VP Research Enhanced Index Portfolio.............. 83 133 186 318
Pilgrim VP Small Cap Opportunities Portfolio.............. 83 134 187 319
PUTNAM VARIABLE TRUST:
Putnam VT Growth and Income Fund -- Class IA Shares....... 79 122 167 280
Putnam VT New Opportunities Fund -- Class IA Shares....... 80 124 172 289
Putnam VT Voyager Fund -- Class IA Shares................. 80 124 171 287
</TABLE>

7
<PAGE> 15

If you annuitize your contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets.*

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends Fund..................... $88 $103 $175 $365
THE ALGER AMERICAN FUND:
Alger American Growth Portfolio........................... 82 85 145 308
Alger American Leveraged AllCap Portfolio................. 83 89 152 321
Alger American MidCap Growth Portfolio.................... 82 87 148 314
Alger American Small Capitalization Portfolio............. 83 89 151 319
FIDELITY VARIABLE INSURANCE PRODUCTS FUND (VIP):
VIP Equity-Income Portfolio -- Initial Class.............. 80 78 134 286
VIP Growth Portfolio -- Initial Class..................... 80 81 139 294
VIP High Income Portfolio -- Initial Class................ 81 82 141 298
VIP Money Market Portfolio -- Initial Class............... 77 70 119 256
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (VIP II):
VIP II Contrafund(R) Portfolio -- Initial Class........... 80 81 139 294
VIP II Index 500 Portfolio -- Initial Class............... 77 70 120 257
VIP II Investment Grade Bond Portfolio -- Initial Class... 79 78 133 284
JANUS ASPEN SERIES:
Aggressive Growth Portfolio............................... 81 82 140 296
Growth Portfolio.......................................... 81 82 140 296
International Growth Portfolio............................ 82 84 144 305
Worldwide Growth Portfolio................................ 81 83 141 299
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST:
Limited Maturity Bond Portfolio........................... 82 84 144 305
Partners Portfolio........................................ 83 88 149 316
Socially Responsive Portfolio............................. 89 107 181 377
OCC ACCUMULATION TRUST:
Equity Portfolio.......................................... 83 89 151 319
Global Equity Portfolio................................... 85 95 161 337
Managed Portfolio......................................... 82 87 147 312
Small Cap Portfolio....................................... 83 88 150 318
PILGRIM VARIABLE PRODUCTS TRUST:
Pilgrim VP Growth Opportunities Portfolio................. 83 89 151 319
Pilgrim VP Growth + Value Portfolio....................... 82 86 146 309
Pilgrim VP High Yield Bond Portfolio...................... 82 86 146 309
Pilgrim VP International Value Portfolio.................. 84 92 156 328
Pilgrim VP MagnaCap Portfolio............................. 83 89 151 319
Pilgrim VP MidCap Opportunities Portfolio................. 83 89 151 319
Pilgrim VP Research Enhanced Index Portfolio.............. 83 88 150 318
Pilgrim VP Small Cap Opportunities Portfolio.............. 83 89 151 319
PUTNAM VARIABLE TRUST:
Putnam VT Growth and Income Fund -- Class IA Shares....... 79 77 131 280
Putnam VT New Opportunities Fund -- Class IA Shares....... 80 79 136 289
Putnam VT Voyager Fund -- Class IA Shares................. 80 79 135 287
</TABLE>

- ---------------
* If the Contract's Annuity Commencement Date occurs during the first two
Contract Years following the date the Contract was issued a Surrender Charge
is deducted and the expenses shown in year 1 reflect this deduction.

8
<PAGE> 16

If you do not surrender or annuitize your contract at the end of the
applicable time period, you would pay the following expenses on a $1,000
investment, assuming a 5.00% annual return on assets.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Dent Demographic Trends Fund..................... $34 $103 $175 $365
THE ALGER AMERICAN FUND:
Alger American Growth Portfolio........................... 28 85 145 308
Alger American Leveraged AllCap Portfolio................. 29 89 152 321
Alger American MidCap Growth Portfolio.................... 28 87 148 314
Alger American Small Capitalization Portfolio............. 29 89 151 319
FIDELITY VARIABLE INSURANCE PRODUCTS FUND (VIP):
VIP Equity-Income Portfolio -- Initial Class.............. 26 78 134 286
VIP Growth Portfolio -- Initial Class..................... 26 81 139 294
VIP High Income Portfolio -- Initial Class................ 27 82 141 298
VIP Money Market Portfolio -- Initial Class............... 23 70 119 256
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (VIP II):
VIP II Contrafund(R) Portfolio -- Initial Class........... 26 81 139 294
VIP II Index 500 Portfolio -- Initial Class............... 23 70 120 257
VIP II Investment Grade Bond Portfolio -- Initial Class... 25 78 133 284
JANUS ASPEN SERIES:
Aggressive Growth Portfolio............................... 27 82 140 296
Growth Portfolio.......................................... 27 82 140 296
International Growth Portfolio............................ 28 84 144 305
Worldwide Growth Portfolio................................ 27 83 141 299
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST:
Limited Maturity Bond Portfolio........................... 28 84 144 305
Partners Portfolio........................................ 29 88 149 316
Socially Responsive Portfolio............................. 35 107 181 377
OCC ACCUMULATION TRUST:
Equity Portfolio.......................................... 29 89 151 319
Global Equity Portfolio................................... 31 95 161 337
Managed Portfolio......................................... 28 87 147 312
Small Cap Portfolio....................................... 29 88 150 318
PILGRIM VARIABLE PRODUCTS TRUST:
Pilgrim VP Growth Opportunities Portfolio................. 29 89 151 319
Pilgrim VP Growth + Value Portfolio....................... 28 86 146 309
Pilgrim VP High Yield Bond Portfolio...................... 28 86 146 309
Pilgrim VP International Value Portfolio.................. 30 92 156 328
Pilgrim VP MagnaCap Portfolio............................. 29 89 151 319
Pilgrim VP MidCap Opportunities Portfolio................. 29 89 151 319
Pilgrim VP Research Enhanced Index Portfolio.............. 29 88 150 318
Pilgrim VP Small Cap Opportunities Portfolio.............. 29 89 151 319
PUTNAM VARIABLE TRUST:
Putnam VT Growth and Income Fund -- Class IA Shares....... 25 77 131 280
Putnam VT New Opportunities Fund -- Class IA Shares....... 26 79 136 289
Putnam VT Voyager Fund -- Class IA Shares................. 26 79 135 287
</TABLE>

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

(a) In certain situations amounts can be surrendered without any surrender
charge. For more information on the Surrender Charge, see "Surrender Charge
(Contingent Deferred Sales Charge)."

(b) ReliaStar New York currently imposes a charge of $25 per transfer for
transfers between the Sub-Accounts or to the Fixed Account after 24
transfers per Contract Year. It reserves the right to impose a fee not to
exceed $25 per transfer for any transfers in excess of 12 per Contract Year.

(c) ReliaStar New York or its affiliates may receive compensation from an
affiliate or affiliates of certain of the Funds based upon an annual
percentage of the average net assets held in that Fund by ReliaStar New York
and certain of its insurance company affiliates. The percentage paid may
vary from one Fund company to another. These amounts are intended to
compensate ReliaStar New York or its affiliates for administrative, record
keeping, distribution in some cases, and other services provided by such
parties to the Funds and/or the Funds' affiliates. Currently,

9
<PAGE> 17

ReliaStar New York has service arrangements with A I M Advisors, Inc., Fred
Alger Management, Inc., Fidelity Management & Research Company, Janus
Capital, Neuberger Berman Management Inc., and OpCap Advisors. Payments of
such amounts by an affiliate or affiliates of the Funds do not increase the
fees paid by the Funds or their shareholders.

(d) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds',
or FMR on behalf of certain funds', custodian credits realized as a result
of uninvested cash balances were used to reduce a portion of each applicable
funds' expenses. Without these reductions, the total operating expenses
presented in the table would have been: 0.57% for VIP Equity-Income
Portfolio, 0.66% for VIP Growth Portfolio, and 0.67% for VIP II Contrafund
Portfolio.

FMR agreed to reimburse a portion of Index 500 Portfolio's expenses during
the period. Without this reimbursement, the Portfolios' management fee,
other expenses and total expenses would have been .24%, .10%, and .34%,
respectively.

(e) Expenses are based upon expenses for the fiscal year ended December 31, 1999
restated to reflect a reduction in the management fee for Aggressive Growth,
Growth, International Growth and Worldwide Growth Portfolios. All expenses
are shown without the effect of expense offset arrangements.

(f) Neuberger Berman Management Inc. ("NBMI") has undertaken to reimburse the
Socially Responsive Portfolio for certain operating expenses, including the
compensation of Neuberger Berman Advisers Management Trust and excluding
taxes, interest, extraordinary expenses, brokerage commissions and
transaction costs, that exceed in the aggregate, 1.50% of the average daily
net asset value of the Socially Responsive Portfolio through May 1, 2001.
There can be no assurance that this policy will be continued. See "Expense
Limitation" in the Socially Responsive Portfolio prospectus for further
information.

(g) The Management Fees reflect effective management fees after taking into
effect any waiver. Other Expenses are shown net of certain expense offsets
afforded the Portfolios. Total Investment Fund Annual Expenses for the
Equity, Small Cap and Managed Portfolios are limited by OpCap Advisors so
that their respective annualized operating expenses (net of expense offsets)
do not exceed 1.00% of average daily net assets. Total Investment Fund
Annual Expenses for the Global Equity Portfolio are limited to 1.25% of
average daily net assets (net of expense offsets).

(h) The investment adviser to the Pilgrim Variable Products Trust has agreed to
reimburse the Growth + Value Portfolio and High Yield Bond Portfolio for any
expenses in excess of 0.80% of each Portfolio's average daily net assets. It
also has agreed to reimburse the Growth Opportunities Portfolio, MagnaCap
Portfolio, MidCap Portfolio, Research Enhanced Index Portfolio, and SmallCap
Opportunities Portfolio for expenses in excess of 0.90%, and the
International Value Portfolio for expenses in excess of 1.00%. In the
absence of these expense reimbursements, the Total Investment Fund Annual
Expenses that would have been paid by each Portfolio during its fiscal year
ended December 31, 1999 would have been: Growth Opportunities Portfolio:
1.09%; Growth + Value Portfolio: 0.97%; High Yield Bond Portfolio: 1.11%;
International Value Portfolio: 1.52%; MagnaCap Portfolio: 1.09%; MidCap
Opportunities Portfolio: 1.09%; Research Enhanced Index Portfolio: 1.26%;
and SmallCap Opportunities Portfolio: 1.09%. Expense reimbursements are
voluntary. There is no assurance of ongoing reimbursement.

The Pilgrim VP SmallCap Opportunities Portfolio (formerly the Northstar
Galaxy Trust Emerging Growth Portfolio) operated under an investment
objective of seeking income balanced with capital appreciation from
inception through November 8, 1998, when the investment objective was
modified to seeking long-term capital appreciation. The Pilgrim VP Research
Enhanced Index Portfolio (formerly the Northstar Galaxy Trust Multi-Sector
Bond Portfolio) operated under an investment objective of seeking current
income while preserving capital through April 29, 1999, when the investment
objective was modified to seeking long-term capital appreciation.

(i) This portfolio had not commenced operations as of December 31, 1999, and
therefore these expenses are estimated.

THE EXAMPLES SHOWN IN THE TABLE ABOVE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS
THAN THOSE SHOWN. THE 5% ANNUAL RETURN ASSUMED IS HYPOTHETICAL AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE
GREATER OR LESS THAN THE ASSUMED RATE.

10
<PAGE> 18

The purpose of these tables shown above is to assist you in understanding
the various costs and expenses that you will bear either directly or indirectly.
The tables reflect the expenses of the Variable Account as well as those of the
Investment Funds. The $30 Annual Contract Charge is reflected as an annual
percentage charge in these tables based on the anticipated average net assets in
the Variable Account and Fixed Account, which translates to a charge equal to an
annual rate of 0.056% of the Variable Account and Fixed Account values. There is
an accumulation unit value history contained in Appendix B -- Performance
Information and Condensed Financial Information.

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

We are a stock life insurance company incorporated under the laws of the
State of New York in 1917 under the name The Morris Plan Insurance Society. In
1946 we adopted the name Bankers Security Life Insurance Society, in 1996 we
adopted the name ReliaStar Bankers Security Life Insurance Company, and in 1998
we adopted our present name. We are authorized to transact business in all
states, the District of Columbia, and the Dominican Republic. We are a wholly-
owned indirect subsidiary of ReliaStar Financial Corp., a holding company whose
subsidiaries specialize in life insurance and related financial services
businesses.

Our principal office is located at 1000 Woodbury Road, Suite 102, P.O. Box
9004, Woodbury, New York 11797.

We may from time to time publish in advertisements, sales literature, and
reports, the ratings and other information assigned to us by one or more
independent rating organizations such as A.M. Best Company, Standard & Poor's,
Moody's, and Duff & Phelps. The purpose of the ratings is to reflect our
financial strength and/or claims-paying ability and should not be considered as
bearing on the investments held in the Variable Account. Each year the A.M. Best
Company reviews the financial status of many insurers, culminating in the
assignment of Best's Ratings. These ratings reflect their current opinion of the
relative financial strength and operating performance of an insurance company in
comparison to the norms of the life/health insurance industry. We have been
assigned a rating of A+ by A.M. Best, which is a rating assigned to companies
demonstrating superior overall performance and a very strong ability to meet
obligations to Policy holders over a long period.

The Company is a charter member of the Insurance Marketplace Standard
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.

THE VARIABLE ACCOUNT

The Variable Account is a separate account of ReliaStar New York
established by the Board of Directors of ReliaStar New York on June 15, 1998,
pursuant to the laws of the State of New York. The Variable Account is
registered with the Securities and Exchange Commission as a unit investment
trust under the Investment Company Act of 1940, as amended ("1940 Act"). Such
registration does not involve supervision by the Commission of the management or
investment policies or practices of the Variable Account, ReliaStar New York or
the Portfolios. ReliaStar New York has complete ownership and control of the
assets in the Variable Account, but these assets are held separately from
ReliaStar New York's other assets and are not part of ReliaStar New York's
General Account.

The portion of the assets of the Variable Account equal to the reserves and
other contract liabilities of the Variable Account will not be charged with
liabilities incurred in any other business that ReliaStar New York may conduct.
ReliaStar New York has the right to transfer to its General Account any assets
of the Variable Account which are in excess of such reserves and other
liabilities. The income, if any, and gains, and losses, realized or unrealized,
of the Variable Account will be credited to or charged against the Variable
Account in accordance with the contracts supported by the Variable Account,
without regard to the other income, gains or losses of ReliaStar New York.

Purchase payments allocated to the Variable Account under a Contract are
invested in one or more Sub-Accounts of the Variable Account, as selected by
you, the Owner. The future Variable Account Contract Value depends primarily on
the investment performance of the Investment Funds whose shares are held in the
Sub-Accounts selected.

11
<PAGE> 19

INVESTMENTS OF THE VARIABLE ACCOUNT

When you apply for a Contract, you can allocate purchase payments to one or
more of the Sub-Accounts. There are currently 34 Sub-Accounts. Each Sub-Account
invests in shares of one of the Investment Funds at its net asset value. As
Owner, you can change a purchase payment allocation for future purchase payments
and can transfer all or part of the values in a Sub-Account to another
Sub-Account. An Owner may make partial or complete transfers to the Fixed
Account from the Variable Account at any time.

The Investment Funds currently offered, and the investment adviser,
sub-adviser, and investment objective of each, are named below. More detailed
information about the Investment Funds can be found in the current prospectus
and Statement of Additional Information for each Investment Fund. These
prospectuses accompany this Prospectus in a book entitled "Variable Product
Investment Options." The Investment Fund prospectuses should be read carefully
before any allocation to, or transfers among, the Sub-Accounts.

12
<PAGE> 20

The Funds currently offered are described below.

INVESTMENT FUNDS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
GROWTH
ADVISER/ MONEY FIXED &
FUND GROUP FUND SUBADVISER MARKET INCOME INCOME INTERNATIONAL
<C> <C> <C> <S> <C> <C> <C>

- ----------------------------------------------------------------------------------------------------------------------
AIM Variable AIM V.I. Dent A I M Advisors,
Insurance Demographic Trends Inc./H.S. Dent
Funds Fund Advisors, Inc.
Houston, TX
- ----------------------------------------------------------------------------------------------------------------------
The Alger Alger American Growth Fred Alger
American Fund Portfolio Management, Inc.
----------------------------------------------------------------------------------------------------
Alger American Fred Alger
New York, N.Y. Leveraged AllCap Management, Inc.
Portfolio
----------------------------------------------------------------------------------------------------
Alger American MidCap Fred Alger
Growth Portfolio Management, Inc.
----------------------------------------------------------------------------------------------------
Alger American Small Fred Alger
Capitalization Management, Inc.
Portfolio
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Fidelity Management
Investments(R) Portfolio -- Initial & Research Company
Class
Boston, Mass. X
----------------------------------------------------------------------------------------------------
VIP Growth Fidelity Management
Portfolio -- Initial & Research Company
Class
----------------------------------------------------------------------------------------------------
X
VIP High Income Fidelity Management
Portfolio -- Initial & Research Company
Class
----------------------------------------------------------------------------------------------------
X
VIP Money Market Fidelity Management
Portfolio -- Initial & Research Company
Class
----------------------------------------------------------------------------------------------------
VIP II Contrafund(R) Fidelity Management
Portfolio -- Initial & Research Company
Class
----------------------------------------------------------------------------------------------------
X
VIP II Index 500 Fidelity Management
Portfolio -- Initial & Research Company
Class
----------------------------------------------------------------------------------------------------
Fidelity VIP II Investment Fidelity Management
Investments(R) Grade Bond & Research Company
is a Portfolio -- Initial
registered Class
trademark of
FMR Corp. X
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Janus Capital
Aggressive Growth Corporation
Denver, Colo. Portfolio
----------------------------------------------------------------------------------------------------
Aspen Series Growth Janus Capital
Portfolio Corporation
----------------------------------------------------------------------------------------------------
X
Aspen Series Janus Capital
International Growth Corporation
Portfolio
----------------------------------------------------------------------------------------------------
X
Aspen Series Worldwide Janus Capital
Growth Portfolio Corporation
- ----------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------- --------------------------------------------------------------------------------------

AGGRESSIVE PRIMARY
FUND GROUP BALANCED GROWTH GROWTH OBJECTIVES INVESTMENTS
<C> <C> <C> <C> <C> <C> <C>
- -------------- --------------------------------------------------------------------------------------
AIM Variable Long-term growth Securities of
Insurance of capital companies that are
Funds likely to benefit
from changing
Houston, TX X demographic,
economic and
lifestyle trends
- -------------- --------------------------------------------------------------------------------------
The Alger Long-term capital Equity securities of
American Fund X appreciation large companies
--------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Long-term capital Equity securities of
New York, N.Y. X appreciation companies of any size
--------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
X
Long-term capital Equity securities
appreciation within the range of
S&P(R) MidCap 400
Index
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
X
Long-term capital Equity securities
appreciation within the range of
Russell(R) 2000 Growth
or S&P(R) SmallCap 600
Indexes
- -------------- --------------------------------------------------------------------------------------
Fidelity Reasonable Income-producing
Investments(R) income; also equity securities and
considers debt obligations
Boston, Mass. potential for
capital
appreciation
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
X
Capital Common stocks
appreciation
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
High current Income-producing debt
income securities, preferred
stocks and convertible
securities, with an
emphasis on lower-
quality debt
securities
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
High level of U.S.
current income dollar-denominated
consistent with money market
preservation of securities
capital and
liquidity
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
X
Capital Securities of
appreciation companies whose value
the adviser believes
is not fully
recognized by the
public
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Total return that Common stocks of S&P
corresponds to 500
that of S&P 500
Index
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Fidelity High current Investment-grade
Investments(R) income consistent intermediate fixed
is a with preservation securities
registered of capital
trademark of
FMR Corp.
- -------------- ----------------------------------------------------------------------------------
Janus Long-term growth Nondiversified
of capital portfolio of common
Denver, Colo. X stocks
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
X
Long-term capital Diversified common
growth stocks
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Long-term capital Foreign issuers of
growth common stocks
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Long-term capital Foreign and domestic
growth common stocks
- -------------- --------------------------------------------------------------------------------------
</TABLE>

13
<PAGE> 21

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
GROWTH
ADVISER/ MONEY FIXED &
FUND GROUP FUND SUBADVISER MARKET INCOME INCOME INTERNATIONAL
<S> <C> <C> <C> <C> <C> <C>

- -----------------------------------------------------------------------------------------------------------------------------
Neuberger Advisers Management Neuberger Berman X
Berman Trust Limited Maturity Management Inc./
Bond Portfolio Neuberger Berman,
New York, N.Y. LLC
---------------------------------------------------------------------------------------------------
Advisers Management Neuberger Berman
Trust Partners Management Inc./
Portfolio Neuberger Berman,
LLC
---------------------------------------------------------------------------------------------------
Advisers Management Neuberger Berman
Trust Socially Management Inc./
Responsive Portfolio Neuberger Berman,
LLC
- ------------------------------------------------------------------------------------------------------------------
OCC OCC Accumulation Trust OpCap Advisors
Equity Portfolio
New York, N.Y.
---------------------------------------------------------------------------------------------------
OCC Accumulation Trust OpCap Advisors X
Global Equity
Portfolio
---------------------------------------------------------------------------------------------------
OCC Accumulation Trust OpCap Advisors
Managed Portfolio
---------------------------------------------------------------------------------------------------
OCC Accumulation Trust OpCap Advisors
Small Cap Portfolio
- ------------------------------------------------------------------------------------------------------------------
Pilgrim Growth Opportunities Pilgrim
Portfolio Investments, Inc.
Phoenix, AZ
---------------------------------------------------------------------------------------------------
Growth + Value Pilgrim
Portfolio Investments,
Inc./Navellier Fund
Management, Inc.
---------------------------------------------------------------------------------------------------
High Yield Bond Pilgrim X
Portfolio Investments, Inc.
---------------------------------------------------------------------------------------------------
International Value Pilgrim X
Portfolio Investments,
Inc./Brandes
Investment Partners
---------------------------------------------------------------------------------------------------
MagnaCap Portfolio Pilgrim X
Investments, Inc.
---------------------------------------------------------------------------------------------------
MidCap Opportunities Pilgrim
Portfolio Investments, Inc.
---------------------------------------------------------------------------------------------------
Research Enhanced Pilgrim
Index Portfolio Investments,
Inc./J.P. Morgan
Investment
Management Inc.
---------------------------------------------------------------------------------------------------
SmallCap Opportunities Pilgrim
Portfolio Investments, Inc.
- ------------------------------------------------------------------------------------------------------------------
Putnam Putnam VT Growth and Putnam Investment X
Investments, Income Fund -- Class Management, Inc.
Inc. IA Shares
Boston, Mass.
---------------------------------------------------------------------------------------------------
Putnam VT New Putnam Investment
Opportunities Fund -- Management, Inc.
Class IA Shares
---------------------------------------------------------------------------------------------------
Putnam VT Voyager Putnam Investment
Fund -- Class IA Management, Inc.
Shares
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------- -------------------------------------------------------------------------------------

AGGRESSIVE PRIMARY
FUND GROUP BALANCED GROWTH GROWTH OBJECTIVES INVESTMENTS
<S> <C> <C> <C> <C> <C> <C>
- -------------- -------------------------------------------------------------------------------------
Neuberger Highest available Short-to-
Berman current income intermediate term
consistent with investment-grade
New York, N.Y. liquidity and low debt securities
risk to principal;
total return is a
secondary goal
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Growth of capital Common stocks of
medium-to-large
capitalization
companies
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term growth of Common stocks of
capital by medium-to-large
investing primarily capitalization
in companies that companies
meet financial and
social criteria
- --------------
OCC X Long-term capital Securities of
appreciation undervalued
New York, N.Y. companies
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
Long-term capital Global investments
appreciation in equity
securities
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Growth of capital Common stocks,
bonds and cash
equivalents
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Capital Equity securities
appreciation of companies under
$1 billion
- --------------
Pilgrim X Long-term capital Common stock of
growth large cap, mid cap,
Phoenix, AZ or small cap
companies
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Capital Equity securities
appreciation from
investing in a
diversified
portfolio of equity
securities
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
High current yield High-yield bonds
and capital
appreciation
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
Long-term capital International
appreciation equities
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
Capital growth Common stocks
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital Common stocks of
appreciation mid-sized U.S.
companies
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital Common stocks
appreciation
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital Common stocks
appreciation
- --------------
Putnam Capital growth and Value stocks
Investments, current income
Inc.
Boston, Mass.
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Long-term capital Growth stocks
appreciation
--------------------------------------------------------------------------------------------------- ------------
- -------------------------------------------------------------------------
X Capital Growth stocks
appreciation
- -------------- -------------------------------------------------------------------------------------
</TABLE>

THERE IS NO ASSURANCE THAT THE STATED OBJECTIVES AND POLICIES OF ANY OF THE
INVESTMENT FUNDS WILL BE ACHIEVED.

14
<PAGE> 22

ReliaStar New York reserves the right, subject to compliance with the law,
to offer additional Investment Funds.

The Investment Funds are available to registered separate accounts of
ReliaStar New York and to insurance companies other than ReliaStar New York,
offering variable annuity contracts and variable life insurance policies.
ReliaStar New York currently does not foresee any disadvantages to Owners
resulting from the Investment Funds selling shares to fund products other than
the Contracts. However, there is a possibility that a material conflict may
arise between Owners whose Contract Values are allocated to the Variable Account
and the owners of variable life insurance policies and variable annuity
contracts issued by ReliaStar New York or by such other companies whose assets
are allocated to one or more other separate accounts investing in any one of the
Investment Funds. In the event of a material conflict, ReliaStar New York will
take any necessary steps, including removing the Variable Account from that
Investment Fund, to resolve the matter. The Board of Directors or Trustees of
each Investment Fund will monitor events in order to identify any material
conflicts that possibly may arise and determine what action, if any, should be
taken in response to those events or conflicts. See each individual Investment
Fund prospectus for more information.

REINVESTMENT

The Investment Funds described above have as a policy the distribution of
income, dividends and capital gains. However, under the Contracts there is an
automatic reinvestment of such distributions.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENT FUND SHARES

ReliaStar New York reserves the right, subject to compliance with
applicable law and, if required, approval by the New York Insurance Department,
to make additions to, deletions from, or substitutions for the shares that are
held in the Variable Account or that the Variable Account may purchase:

- ReliaStar New York reserves the right to establish additional
Sub-Accounts of the Variable Account, each of which would invest in
shares corresponding to a new or another investment company portfolio or
delete Sub-Accounts pursuant to the process described in this section.
Any new Sub-Accounts may be made available to existing Contract Owners on
a basis to be determined by ReliaStar New York.

- ReliaStar New York may, in its sole discretion, eliminate one or more
Sub-Accounts, or close such Sub-Accounts to new premium or transfers, if
marketing needs, tax or regulatory considerations or investment
conditions warrant.

- If the shares of a portfolio of an Investment Fund are no longer
available for investment or if in ReliaStar New York's judgment further
investment in any portfolio of an Investment Fund should become
inappropriate in view of the purposes of the Variable Account, or
because, in our sole discretion, of marketing, tax, regulatory
requirements or investment conditions, ReliaStar New York may redeem the
shares of that portfolio and substitute shares of another registered
open-end investment company.

In the event of any such substitution, deletion or change, ReliaStar New
York may make such changes in this and other contracts as may be necessary or
appropriate to reflect such substitution, deletion or change. If all or a
portion of your investments are allocated to any of the current funds that are
being substituted for or deleted on the date such action is announced, you may
transfer the portion of the Accumulation Value affected without payment of a
transfer charge to available Sub-Accounts.

If deemed by us to be in the best interests of persons having voting rights
under the Contracts, the Variable Account may be operated as a management
company under the Investment Company Act of 1940, it may be deregistered under
that Act in the event such registration is no longer required, or it may be
combined with other separate accounts of ReliaStar New York.

CHARGES MADE BY RELIASTAR NEW YORK

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)

No deduction for a sales charge is made from purchase payments. However, a
surrender charge (which may be deemed a contingent deferred sales charge) may be
assessed. This charge, is intended to reimburse ReliaStar New York for expenses
relating to the sale of the Contracts, including commissions to sales personnel,
costs of sales material and other promotional activities and sales
administration costs.

If part or all of a Contract's value is surrendered, surrender charges may
be made by ReliaStar New York.

15
<PAGE> 23

COMPUTATION OF SURRENDER CHARGES -- For purposes of determining surrender
charges, surrenders shall first be taken from Old Purchase Payments until they
are exhausted, then from New Purchase Payments until they are exhausted, and
thereafter from Contract Earnings.

- - "New Purchase Payments" are those Contract purchase payments received by
ReliaStar New York during the Contract Year in which the surrender occurs or
in the five immediately preceding Contract Years;

- - "Old Purchase Payments" are those Contract purchase payments not defined as
New Purchase Payments; and

- - "Contract Earnings" at any Valuation Date is the Contract Value less the sum
of New Purchase Payments and Old Purchase Payments.

TOTAL SURRENDERS; AMOUNT OF SURRENDER CHARGE -- The surrender charge for a
total surrender is determined by multiplying the amount of each New Purchase
Payment surrendered, that is not eligible for a free surrender, by the
applicable surrender charge percentage as set forth in the following table:

<TABLE>
<CAPTION>
SURRENDER CHARGE PERCENTAGE TABLE
- -------------------------------------------------------------------
CONTRACT YEAR OF SURRENDER SURRENDER CHARGE AS A
MINUS CONTRACT YEAR OF PERCENTAGE OF EACH
PURCHASE PAYMENT PURCHASE PAYMENT
- -------------------------------------------- ---------------------
<S> <C>
0-1......................................... 6%
2-3......................................... 5
4-5......................................... 4
6 and later................................. 0
</TABLE>

FREE SURRENDERS -- Surrenders taken from the following amounts ("Free
Surrenders") are not subject to a surrender charge during any Contract Year: (a)
any Old Purchase Payments not already surrendered; (b) 10% of all New Purchase
Payments that have been received by ReliaStar New York (with the exception of
Systematic Withdrawals, this does not apply to surrenders made during the first
Contract Year nor to any surrenders after the first surrender made in each
Contract Year thereafter); and (c) any Contract Earnings being surrendered.

PARTIAL SURRENDERS -- The amount of the partial surrender subject to a
surrender charge is determined by dividing (a) the portion of each New Purchase
Payment to be surrendered which is not eligible for a Free Surrender by (b) one
minus the applicable surrender charge percentage from the Surrender Charge
Percentage Table set forth above. The resulting amount for each New Purchase
Payment to be surrendered is then multiplied by the applicable surrender charge
percentage from the Surrender Charge Percentage Table shown above to arrive at
the amount of surrender charge to be assessed. The total of the amount
surrendered will be subject to the surrender charge.

If the surrender charge is less than the Contract Value that remains
immediately after surrender, it will be deducted proportionately from the
Sub-Accounts that make up such Contract Value. If the surrender charge is more
than such remaining Contract Value, the portion of the surrender charge that can
be deducted from such remaining Contract Value will be so deducted and the
balance will be deducted from the surrender payment. In computing surrenders,
any portion of a surrender charge that is deducted from the remaining Contract
Value will be deemed a part of the surrender.

ANNUAL CONTRACT CHARGE

Each year on the Contract Anniversary, ReliaStar New York deducts an Annual
Contract Charge of $30 from the Contract Value. ReliaStar New York will not
increase the Annual Contract Charge. In any Contract Year when a Contract is
surrendered for its full value on other than the Contract Anniversary, the
Annual Contract Charge will be deducted at the time of such surrender. If a
fixed annuity payment or a variable annuity payment is selected, then the Annual
Contract Charge will be assessed and deducted in equal installments from each
annuity payment. When more than one annuity is selected, then a separate Annual
Contract Charge will be assessed against each annuity.

WAIVER OF CHARGES

WAIVER OF ANNUAL CONTRACT CHARGE -- On a uniform basis, ReliaStar New York
may waive the Annual Contract Charge where the cumulative purchase payments,
less any cumulative partial surrenders, exceed $50,000. ReliaStar New York
reserves the right to reinstate the Annual Contract Charge on Contracts
previously qualifying for the waiver, if the cumulative purchase payments, less
any cumulative partial surrenders, equals or falls below $50,000 or if ReliaStar
New York withdraws the waiver of the Charge.

16
<PAGE> 24

ReliaStar New York will not waive the Annual Contract Charges assessed and
deducted from annuity payments.

MORTALITY RISK PREMIUM

The variable annuity payments made to Annuitants will vary in accordance
with the investment performance of the Sub-Accounts selected by the Owner.
However, they will not be affected by the mortality experience (death rate) of
persons receiving annuity payments from the Variable Account. ReliaStar New York
assumes this "mortality risk" and has guaranteed the annuity rates incorporated
in the Contract, which cannot be changed.

To compensate ReliaStar New York for assuming this mortality risk and the
mortality risk that Beneficiaries of Annuitants dying before the Annuity
Commencement Date may receive amounts in excess of the then current Contract
Value (see "Death Benefit Before the Annuity Commencement Date"), ReliaStar New
York deducts a Mortality Risk Premium from the Variable Account Contract Value.
The deduction is made daily in an amount that is equal to an annual rate of
0.85% of the daily Contract Values under the Variable Account.

ReliaStar New York may not change the rate charged for the Mortality Risk
Premium under any Contract.

EXPENSE RISK PREMIUM

ReliaStar New York will not increase charges for administrative expenses
regardless of its actual expenses. To compensate ReliaStar New York for assuming
this expense risk, ReliaStar New York deducts an Expense Risk Premium from the
Variable Account Contract Value. The deduction is made daily in an amount that
is equal to an annual rate of 0.40% of the daily Variable Account Contract
Values.

ReliaStar New York may not change the rate of the Expense Risk Premium
under any Contract.

ADMINISTRATION CHARGE

ReliaStar New York deducts a daily Administration Charge from the Variable
Account Contract Value in an amount equal to an annual rate of 0.15% of the
daily Contract Values under the Variable Account. This charge is deducted to
reimburse ReliaStar New York for the cost of providing administrative services
under the Contracts and the Variable Account. ReliaStar New York may not change
the rate of the Administration Charge under any Contract.

PREMIUM AND OTHER TAXES

Various states and other governmental entities (other than the State of New
York) levy a premium tax, currently ranging up to 3.50%, on annuity contracts
issued by insurance companies. If, while the Contract is in force, the State of
New York adopts a premium or other tax that applies to the Contract, upon
written notice to the Contract Owner, ReliaStar New York will pay the taxes when
due and reserves the right to deduct the amount of the tax either from purchase
payments as they are received or from the Contract Value at the Annuity
Commencement Date (immediately before the Contract Value is applied to an
Annuity Form).

GENERAL: REDUCTION OR WAIVER OF CHARGES OR MINIMUM PURCHASE PAYMENTS

Any of the charges under the Contract, as well as the minimum purchase
payment requirements set forth in this Prospectus, may be reduced due to special
circumstances that result in lower sales, administrative or mortality expenses.
For example, special circumstances may exist in connection with group or
sponsored arrangements, sales to ReliaStar New York's policy and Contract Owners
or those of affiliated insurance companies, or sales to employees or clients of
ReliaStar New York or its affiliates. The amount of any reductions will reflect
the reduced sales effort and administrative costs resulting from, or the
different mortality experience expected as a result of, the special
circumstances. Reductions will not be unfairly discriminatory against any
person, including the affected policy or Contract owners and owners of all other
contracts funded by the Variable Account.

EXPENSES OF THE INVESTMENT FUNDS

There are fees deducted from and expenses paid out of the assets of the
Investment Funds that are described in the accompanying prospectuses for the
Funds.

17
<PAGE> 25

ADMINISTRATION OF THE CONTRACTS

ReliaStar New York assumes the responsibilities of performing certain
administrative functions relating to the Contracts and the Variable Account.
These functions include, among other things, maintaining the books and records
of the Variable Account and the Sub-Accounts, and maintaining records of the
name, address, taxpayer identification number, Contract number, type of Contract
issued to each Owner, Contract Value and other pertinent information necessary
to the administration and operation of the Contracts.

THE CONTRACTS

The Contracts are designed for sale as non-qualified contracts and also for
retirement plans which may be Qualified Plans. A single purchase payment can be
made for a deferred annuity, or subsequent purchase payments can be made up to
the maximum level of funding set forth below. The minimum amount ReliaStar New
York will accept as an initial purchase payment is $5,000 for Non-Qualified
Contracts and $2,000 for Qualified Contracts. ReliaStar New York may choose not
to accept any subsequent purchase payment for a Non-Qualified Contract if it is
less than $500 and for a Qualified Contract if it is less than $200. ReliaStar
New York may also choose not to accept any subsequent purchase payment if the
purchase payment together with the Contract Value at the next Valuation Date
exceeds $1,000,000. Any purchase payment not accepted by ReliaStar New York will
be refunded. ReliaStar New York reserves the right to accept smaller or larger
initial and subsequent purchase payments in connection with special
circumstances, such as sales to our policyholders or those of affiliated
insurance companies, or sales to employees or clients of members of our
affiliated group of insurance companies.

If you are purchasing the Contract through a Qualified Plan, including IRAs
and Roth IRAs, you should carefully consider the costs and benefits of the
Contract (including annuity income benefits) before purchasing the Contract,
since the tax favored arrangement itself provides for tax sheltered growth.

ALLOCATION OF PURCHASE PAYMENTS

Purchase payments can be allocated by the Owner in the available
Sub-Accounts of the Variable Account selected and/or to the Fixed Account. (See
Appendix A.) Any purchase payment or portion thereof for which no allocation
election is made will be returned to the Owner.

The initial purchase payment will be allocated not later than two business
days after receipt, if the application and all information necessary for
processing the Contract are complete. ReliaStar New York may retain purchase
payments for up to five business days while attempting to complete an incomplete
application. If the application cannot be made complete within this period, the
applicant will be informed of the reasons for the delay and the purchase payment
will be returned immediately. Once the completed application is received, the
payment must be allocated within two business days. ReliaStar New York will make
inquiry to discover any missing information related to subsequent payments. For
any subsequent purchase payments, the payments will be credited at the
Sub-Account Accumulation Unit Value next determined after receipt of the
purchase payment.

Upon allocation to Sub-Accounts of the Variable Account, a purchase payment
is converted into Accumulation Units of the Sub-Account. The amount of the
purchase payment allocated to a particular Sub-Account is divided by the value
of an Accumulation Unit for the Sub-Account to determine the number of
Accumulation Units of the Sub-Account to be held in the Variable Account with
respect to the Contract. The net investment results of each Sub-Account vary
primarily with the investment performance of the Investment Fund whose shares
are held in the Sub-Account.

SUB-ACCOUNT ACCUMULATION UNIT VALUE

The Unit Value for a Sub-Account on any Valuation Date is equal to the
previous Unit Value multiplied by the Net Investment Factor for that Sub-Account
for the Valuation Period ending on that Valuation Date. The value of each Sub-
Account Accumulation Unit will vary up or down according to a Net Investment
Factor, which is primarily based on the investment performance of the applicable
Investment Fund. Investment Fund shares in the Sub-Accounts will be valued at
their net asset value.

Dividend and capital gain distributions from an Investment Fund will be
automatically reinvested in additional shares of such Investment Fund and
allocated to the appropriate Sub-Account. The number of Sub-Account Accumulation
Units does not increase because of the additional shares, but the Accumulation
Unit value may increase.

18
<PAGE> 26

NET INVESTMENT FACTOR

The Net Investment Factor is an index number which reflects charges under
the Contract and the investment performance during a Valuation Period of the
Investment Fund whose shares are held in the particular Sub-Account. If the Net
Investment Factor is greater than one, the value of a Sub-Account Accumulation
Unit has increased. If the Net Investment Factor is less than one, the value of
a Sub-Account Accumulation Unit has decreased. The Net Investment Factor is
determined by dividing (1) by (2) then subtracting (3) from the result, where:

(1) is the net result of:

(a) the net asset value per share of the Investment Fund shares held in
the Sub-Account, determined at the end of the current Valuation
Period, plus

(b) the per share amount of any dividend or capital gain distributions
made on the Investment Fund shares held in the Sub-Account during
the current Valuation Period, plus or minus

(c) a per share charge or credit for any taxes reserved for which
ReliaStar New York determines to have resulted from the investment
operations of the Sub-Account and to be applicable to the Contract;

(2) is the net result of:

(a) the net asset value per share of the Investment Fund shares held in
the Sub-Account, determined at the end of the last prior Valuation
Period, plus or minus

(b) a per share charge or credit for any taxes reserved for during the
last prior Valuation Period which ReliaStar New York determines to
have resulted from the investment operations of the Sub-Account and
to be applicable to the Contract; and

(3) is a factor representing the Mortality Risk Premium, the Expense Risk
Premium and the Administration Charge deducted from the Sub-Account
which factor is equal, on an annual basis, to 1.40% of the daily net
asset value of the Sub-Account.

DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT DATE

If the Owner, including any joint Owner, dies before the Annuity
Commencement Date, the Beneficiary will be entitled to receive the Death
Benefit. The Death Benefit will be:

(1) if any Owner (including the Annuitant) dies on or before the first day
of the month following the Owner's 85th birthday, the greater of (i)
the Contract Value on the Death Benefit Valuation Date, or (ii) the
Adjusted Purchase Payment Total, or (iii) the Reset Death Benefit;

(2) if any Owner (including the Annuitant) dies after the first day of the
month following the Owner's 85th birthday, the Contract Value on the
Death Benefit Valuation Date.

The initial Adjusted Purchase Payment Total is equal to the amount of the
first Purchase Payment we receive. The Adjusted Purchase Payment Total is
increased by the amount of each subsequent Purchase Payment. For each partial
surrender, the Adjusted Purchase Payment Total is reduced by multiplying the
current Adjusted Purchase Payment Total by the fraction A divided by B (A/B),
where:

- A is the Contract Value immediately after the partial surrender, and

- B is the Contract Value immediately before the partial surrender.

The Reset Death Benefit is zero until the first Specified Contract
Anniversary, and then is equal to the Contract Value on the Reset Contract
Anniversary. The Reset Death Benefit is increased by the amount of each Purchase
Payment made after the Reset Contract Anniversary. For each partial surrender
taken after the Reset Contract Anniversary, the Reset Death Benefit is reduced
by multiplying the Reset Death Benefit by the fraction A divided by B (A/B),
where:

- A is the Contract Value immediately after the partial surrender, and

- B is the Contract Value immediately before the partial surrender.

The Reset Contract Anniversary is the latest Specified Contract Anniversary
before the death of an Owner. The Specified Contract Anniversary is in the
Contract.

19
<PAGE> 27

Because of the formula adjustments described in the preceding paragraphs,
caused by partial surrenders, in a period of declining values for Sub-Account
investments a partial surrender may decrease the Death Benefit by an amount that
is more than the amount of the partial surrender.

If a single sum is requested, it will be paid within seven days after the
Death Benefit Valuation Date. If an Annuity Form is requested, it may be any
Annuity Form permitted by Section 72(s) of the Code and which ReliaStar New York
is willing to issue. An Annuity Form selection must be in writing and must be
received by ReliaStar New York within 60 days after the date of the Owner's
death, otherwise the Death Benefit as of the Death Benefit Valuation Date will
be paid in a single sum to the Beneficiary and the Contract will be canceled.

If the only Beneficiary is the Owner's surviving spouse, such spouse may
continue the Contract as the Owner, and then (1) select a single sum payment, or
(2) select any Annuity Form which does not exceed such spouse's life expectancy.

If the Beneficiary elects to receive annuity payments under an Annuity
Form, the amount and duration of payments may vary depending on the Annuity Form
selected and whether fixed and/or variable annuity payments are requested. (See
"Annuity Provisions.")

DEATH BENEFIT AFTER THE ANNUITY COMMENCEMENT DATE

If the Annuitant dies after the Annuity Commencement Date, the Death
Benefit, if any, shall be as stated in the Annuity Form in effect.

SURRENDER (REDEMPTION)

If a written request is received by ReliaStar New York from the Owner
before the Annuity Commencement Date, all or part of the Contract Value will be
paid to the Owner after deducting any applicable surrender charge and taxes.
(See "Surrender Charge (Contingent Deferred Sales Charge).") Partial surrenders
must be at least $500. No partial surrender can cause the Contract Value to fall
below $1,000. If a total surrender occurs other than on a Contract Anniversary
the Annual Contract Charge will be deducted from the Contract Value before the
surrender payment is made.

Surrenders must be consented to by each collateral assignee. ReliaStar New
York reserves the right to require that surrenders in excess of $50,000 be
signature guaranteed by a member firm of the New York, American, Boston,
Midwest, Philadelphia, or Pacific Stock Exchange, or by a commercial bank (not a
savings bank) which is a member of the Federal Deposit Insurance Corporation,
or, in certain cases, by a member firm of the National Association of Securities
Dealers, Inc. that has entered into an appropriate agreement with ReliaStar New
York.

ReliaStar New York may require that the Contract be returned before a
surrender takes place. A surrender will take place on the next Valuation Date
after the requirements for surrender are completed and payment will be made
within seven days after such Valuation Date. Unless the Owner requests a partial
surrender to be made from the Fixed Account or particular Sub-Accounts, a
partial surrender will be taken proportionately from the Fixed Account and all
Sub-Accounts on a basis that reflects their proportionate percentage of the
Contract Value.

ReliaStar New York reserves the right to limit the number of partial
surrenders to 12 per Contract Year. This limitation does not apply to systematic
withdrawals. No processing fee will be charged in connection with total
surrenders.

If the Contract Value after all charges is less than $1,000, ReliaStar New
York can cancel the Contract on any Contract Anniversary, or if such Contract
Anniversary is not a Valuation Date, on the next Valuation Date thereafter, by
paying to the Owner the Contract Value as of such Valuation Date.

If the Contract is purchased as a "tax-sheltered annuity" under Section
403(b) of the Internal Revenue Code (the "Code"), it is subject to certain
restrictions on redemption imposed by Section 403(b)(11) of the Code. (See "Tax-
Sheltered Annuities.")

Surrender payments may be taxable and in addition may be subject to a 10%
tax penalty if before age 59 1/2. Consideration should be given to the tax
implications of a surrender before making a surrender request, including a
surrender in connection with a Qualified Plan.

SYSTEMATIC WITHDRAWALS

Systematic Withdrawals, which are a specialized form of Partial Surrenders
(see "Surrender (Redemption)"), are offered for both Qualified Plan Contracts
and for Non-Qualified Contracts. To start Systematic Withdrawals, the

20
<PAGE> 28

Contract Value must be at least $25,000. The Owner may elect to take Systematic
Withdrawals from Sub-Accounts by surrendering a specified dollar amount or
percentage of cumulative purchase payments on a monthly, quarterly, semi-annual
or annual basis. The minimum amount of any Systematic Withdrawal is $100.
Systematic Withdrawals can be taken from Variable Account Contract Value and/or
Fixed Account Contract Value, but are limited annually to 10% of total
cumulative purchase payments made under the Contract. A Surrender Charge will be
imposed on the amount of any Systematic Withdrawal, which is not a Free
Surrender. (See "Surrender Charge (Contingent Deferred Sales Charge).")
Systematic Withdrawals can be discontinued by the Owner if the Contract Value
falls below $10,000 or at any time by notifying ReliaStar New York in writing.

ReliaStar New York reserves the right to modify or discontinue offering
Systematic Withdrawals; however, any such modification or discontinuation will
not affect any Systematic Withdrawal programs already commenced.

Systematic Withdrawals may be subject to tax, including a penalty tax, and
you should consult with your tax advisor before requesting any Systematic
Withdrawal. (See "Taxation of Annuities.")

Contract Owners interested in participating in the Systematic Withdrawal
program can obtain a separate application form and full information about the
program and its restrictions from their registered representative.

TRANSFERS

Before the Annuity Commencement Date, the Owner can transfer amounts
between Sub-Accounts or from the Sub-Accounts to the Fixed Account. Subject to
certain restrictions, amounts can also be transferred from the Fixed Account to
the Sub-Accounts.

Currently, there is a $25 charge for each transfer in excess of 24 per
Contract Year for the duration of the Contract. We reserve the right to make a
charge not to exceed $25 per transfer for any transfers in excess of 12 per
Contract Year. Currently, there are four methods by which transfers may be made:
in writing, by telephone or fax, by Dollar Cost Averaging and by Portfolio
Rebalancing. Transfers pursuant to Dollar Cost Averaging, Portfolio Rebalancing,
and Systematic Withdrawal Services do not currently constitute transfers.
Multiple transfers on a single day constitute a single transfer.

WRITTEN TRANSFERS

Before the Annuity Commencement Date -- Before the Annuity Commencement
Date the Owner may request a transfer in writing, subject to any conditions or
charges the Investment Funds whose shares are involved may impose, of all or
part of a Sub-Account's value to other Sub-Accounts or to the Fixed Account. The
transfer will be made on the first Valuation Date after the request for such a
transfer is received by ReliaStar New York. Before the Annuity Commencement
Date, transfers may also be made from the Fixed Account to the Variable Account,
provided, that

- transfers may only be made during the period starting 30 days before and
ending 30 days after the Contract Anniversary, and only one transfer may
be made during each such period,

- The request to transfer must be received by us no more than 30 days
before the start of the transfer period and not later than the end of the
transfer period.

- no more than 50.00% of the Fixed Account Contract Value may be the
subject of any such transfer (unless the balance, after such transfer,
would be less than $1,000, in which case the full Fixed Account Contract
Value may be transferred), and

- such transfer must involve at least $500 (or the total Fixed Account
Contract Value, if less).

After the Annuity Commencement Date -- After the Annuity Commencement Date,
an Annuitant who has selected Variable Annuity Payments can request transfer of
Annuity Unit values in the same manner and subject to the same requirements as
for an Owner-transfer of Sub-Account Accumulation Unit values.

No transfers may be made to or from the Fixed Account after the Annuity
Commencement Date.

The conditions applicable to Written Transfers also apply to Telephone/Fax
Transfers, Dollar Cost Averaging Transfers, and Portfolio Rebalancing.

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TELEPHONE/FAX INSTRUCTIONS -- An Owner is allowed to enter the following
types of instructions either by telephone or by fax if a telephone/fax
instruction authorization form is completed:

- transfers between funds,

- surrenders,

- changes of allocations among fund options,

- change of source funds for systematic withdrawals, and

- change of source funds for variable annuitization payouts.

If you complete the telephone/fax form, you agree that ReliaStar New York
will not be liable for any loss, liability, cost or expense when it acts in
accordance with the telephone/fax instructions received. If a telephone/fax
transaction, is later determined not to have been made by you or was made
without your authorization, and a loss results, you bear the risk of this loss.
Any fax requests are considered telephone requests and are bound by the
conditions in the telephone/fax authorization form. Any fax request should
include your name, daytime telephone number, Contract number and the names of
the Sub-Accounts from which and to which money will be transferred or withdrawn
and the allocation percentage. ReliaStar New York will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
In the event ReliaStar New York does not employ such procedures, it may be
liable for any losses due to unauthorized or fraudulent instructions. Such
procedures may include, among others, requiring forms of personal identification
prior to acting upon telephone instructions, providing written confirmation of
such instructions and/or tape recording telephone instructions.

DOLLAR COST AVERAGING TRANSFERS -- You can direct ReliaStar New York to
automatically transfer a fixed dollar amount or a specified percentage of
Sub-Account Value to any one or more other Sub-Accounts or to the Fixed Account.
The minimum transfer amount is $100. No transfers from the Fixed Account are
permitted under this service. Transfers may be made on a monthly, quarterly,
semi-annual or annual basis. This service is intended to allow you to utilize
"Dollar Cost Averaging," a long-term investment method which provides for
regular, level investments over time. ReliaStar New York makes no guarantees
that Dollar Cost Averaging will result in a profit or protect against loss.

If you are using the Dollar Cost Averaging Services, it will be
discontinued immediately if: (1) you make a written request to discontinue this
service; (2) we receive a request to begin a Portfolio Rebalancing service; (3)
the specified transfer amount from any Sub-Account is more than the Accumulation
Value in that Sub-Account; or (4) it is 36 months after the Dollar Cost
Averaging start date.

Contract Owners interested in Dollar Cost Averaging can obtain an
application form and full information concerning this service and its
restrictions from their registered representatives.

ReliaStar New York reserves the right to discontinue, modify, or suspend
this service. Any such modification or discontinuation would not affect Dollar
Cost Averaging transfer programs already commenced.

PORTFOLIO REBALANCING SERVICE -- You may request this service if your
Contract Value, is at least $25,000. If you request this service, you direct us
to automatically make periodic transfers to maintain your specified percentage
allocation among Sub-Accounts of the Variable Account. You may also have your
allocation of future premium payments changed to be equal to this specified
percentage allocation. Transfers made under this service may be made on a
quarterly, semi-annual, or annual basis. This service is intended to maintain
the allocation you have selected consistent with your personal objectives.

The Portfolio Rebalancing service will be discontinued at the earliest of
one of the following events: (1) at the termination date selected by you; (2)
you make a written request to discontinue this service; (3) we receive a request
to begin a Dollar Cost Averaging service; (4) we receive a request to transfer
all of the Accumulation Value from the participating rebalancing Sub-Accounts;
(5) we receive a request to change the allocation of future purchase payments;
or (6) the Contract Value falls below $10,000.

Contract Owners interested in Portfolio Rebalancing can obtain an
application form and full information concerning this service and its
restrictions from their registered representatives. ReliaStar New York reserves
the right to discontinue, modify, or suspend this service. Any such
discontinuation, modification or suspension could affect Portfolio Rebalancing
services in effect, but only after 30 days notice to you.

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ASSIGNMENTS

You may request to change the Owner of this Contract by sending us written
notice. We reserve the right to deny a request to change the Owner, unless we
receive written proof, satisfactory to us, that each proposed Owner is
insurable.

If the Contract is issued pursuant to or in connection with a Qualified
Plan, it cannot be sold, transferred, pledged or assigned to any person or
entity other than ReliaStar New York. In other circumstances, an assignment of
the Contract is permitted, but only before the Annuity Commencement Date, by
giving ReliaStar New York the original or a certified copy of the assignment.
ReliaStar New York shall not be bound by any assignment until it is actually
received by ReliaStar New York and shall not be responsible for the validity of
any assignment. Any payments made or actions taken by ReliaStar New York before
ReliaStar New York actually receives any assignment shall not be affected by the
assignment. The assignment will be effective on the date signed subject to any
actions ReliaStar New York has taken prior to its receipt of the notice of
assignment.

CONTRACT OWNER AND BENEFICIARIES

Unless someone else is named as the Owner in the application for the
Contract, the applicant is the Owner of the Contract and before the Annuity
Commencement Date may exercise all of the Owner's rights under the Contract. No
more than two natural persons may be named as Owner.

This Contract is incontestable from the Issue Date as to the Original
Owner. This Contract is incontestable from the effective date of any subsequent
change in Ownership, but only if we do not require evidence of insurability in
connection with the change of ownership. If we require proof of insurability,
statements made in the corresponding change of ownership application will have a
two year contestable period running from the effective date of the change of
ownership.

The Owner may name a Beneficiary and a Successor Beneficiary. In the event
an Owner dies before the Annuity Commencement Date, the Beneficiary shall
receive a Death Benefit as provided in the Contract. In the event an Owner dies
on or after the Annuity Commencement Date, the Beneficiary, if the Annuity Form
in effect at the Owner's death so provides, may continue receiving payments, be
paid a lump sum, or be paid nothing. If the Beneficiary or Successor Beneficiary
is not living on the date payment is due or if no Beneficiary or Successor
Beneficiary has been named, the Owner's estate will receive the applicable
proceeds.

A person named as an Annuitant, a Beneficiary or a Successor Beneficiary
shall not be entitled to exercise any rights relating to the Contract or to
receive any payments or settlements under the Contract or any Annuity Form,
unless such person is living on the earlier of (a) the day due proof of death of
the Owner, the Annuitant or the Beneficiary, whichever is applicable, is
received by ReliaStar New York or (b) the tenth day after the death of the
Owner, the Annuitant or the Beneficiary, whichever is applicable.

Unless different arrangements have been made with ReliaStar New York by the
Owner, if more than one Beneficiary is entitled to payments from ReliaStar New
York the payments shall be in equal shares.

Before the Annuity Commencement Date, the Owner may change the Annuitant,
the Beneficiary or the Successor Beneficiary by giving ReliaStar New York
written notice of the change, but the change shall not be effective until
actually received by ReliaStar New York. Upon receipt by ReliaStar New York of a
notice of change, it will be effective as of the date it was signed but shall
not affect any payments made or actions taken by ReliaStar New York before
ReliaStar New York received the notice, and ReliaStar New York shall not be
responsible for the validity of any change.

CONTRACT INQUIRIES

Inquiries regarding a Contract may be made by writing to ReliaStar Life
Insurance Company of New York, 1000 Woodbury Road, Suite 102, P.O Box 9004,
Woodbury, New York 11797, or by calling 1-877-884-5050.

ANNUITY PROVISIONS

ANNUITY COMMENCEMENT DATE

The Owner selects the Annuity Commencement Date when making application for
the Contract. The date will be the first day of the month following the
Annuitant's 75th birthday unless the Owner chooses a new Annuity Commencement
Date by giving us written notice.

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If the Owner chooses a new Annuity Commencement Date, the date selected
must be a date that:

- Is at least 13 months after the Issue Date of the Contract; and

- Is on or before the later of the Annuitant's 85th birthday or five years
from the Issue Date of the Contract, but not beyond the Annuitant's 90th
birthday.

The Owner may change an Annuity Commencement Date selection by written
notice received by ReliaStar New York at least 30 days before the current
Annuity Commencement Date and at least 61 days before the new Annuity
Commencement Date.

ANNUITY FORM SELECTION

The Owner may select a Variable Annuity Form, a Fixed Annuity Form, or
both, with payments starting at the Annuity Commencement Date when making
application for the Contract. Thereafter, the Owner may change the Annuity
Form(s) by written notice received by ReliaStar New York before the Annuity
Commencement Date. If no election has been made before the Annuity Commencement
Date, ReliaStar New York will apply the Fixed Account Contract Value to provide
a Fixed Annuity and the Variable Account Contract Value to provide a Variable
Annuity, both in the form of a Life Annuity with Payments Guaranteed for 10
years (120 months), which shall be automatically effective.

ANNUITY FORMS

Variable Annuity Payments and Fixed Annuity Payments are available in any
of the following Annuity Forms:

LIFE ANNUITY -- An annuity payable on the first day of each month during
the Annuitant's life, starting with the first payment due according to the
Contract. Payments cease with the payment made on the first day of the month in
which the Annuitant's death occurs. IT WOULD BE POSSIBLE UNDER THIS ANNUITY FORM
FOR THE ANNUITANT TO RECEIVE ONLY ONE PAYMENT IF HE OR SHE DIED BEFORE THE
SECOND ANNUITY PAYMENT, ONLY TWO PAYMENTS IF HE OR SHE DIED BEFORE THE THIRD
ANNUITY PAYMENT, ETC.

LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS (120 MONTHS) OR 20 YEARS
(240 MONTHS) -- An annuity payable on the first day of each month during the
Annuitant's life, starting with the first payment due according to the Contract.
If the Annuitant receives all of the guaranteed payments, payments will continue
thereafter but cease with the payment made on the first day of the month in
which the Annuitant's death occurs. If all of the guaranteed payments have not
been made before the Annuitant's death, the unpaid installments of the
guaranteed payments will be continued to the Beneficiary.

JOINT AND FULL SURVIVOR ANNUITY -- An annuity payable on the first day of
each month during the Annuitant's life and the life of a named person (the
"Joint Annuitant"), starting with the first payment due according to the
Contract. Payments will continue while either the Annuitant or the Joint
Annuitant is living and cease with the payment made on the first day of the
month in which the death of the Annuitant or the Joint Annuitant, whichever
lives longer, occurs. THERE IS NO MINIMUM NUMBER OF PAYMENTS GUARANTEED UNDER
THIS ANNUITY FORM. PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVOR OF THE
ANNUITANT AND THE JOINT ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

ReliaStar New York also has other annuity forms available and information
about them can be obtained by writing to ReliaStar New York.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

Annuity payments will be paid as monthly installments, unless the Annuitant
and ReliaStar New York agree to a different payment schedule. However, if the
Contract Value at the Annuity Commencement Date is less than $2,000 or the
monthly annuity payment would be less than $20, and no purchase payments were
received during the previous three full years, ReliaStar New York may pay the
Contract Value in a single sum and the Contract will be canceled. Also, if a
monthly payment would be or become less than $20, ReliaStar New York may change
the frequency of payments to intervals that will result in payments of at least
$20 each.

ANNUITY PAYMENTS

FIXED ANNUITY PAYMENTS -- The amount of the first fixed annuity payment is
determined by applying the Contract Value to be used for a fixed annuity at the
Annuity Commencement Date to the annuity table in the Contract for

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the fixed Annuity Form selected. The table shows the amount of the initial
annuity payment for each $1,000 applied and all subsequent payments shall be
equal to this amount.

ReliaStar New York may, as of the Annuity Commencement Date, offer for sale
a single premium immediate fixed annuity contract. If so, the amount of the
Fixed Annuity Payments will not be less than that which would be provided if a
single premium immediate fixed annuity contract then offered by us to Annuitants
in the same class were to be purchased with the greater of:

- the amount payable upon surrender of the Contract; or

- 95% of the Contract Value of the Contract.

VARIABLE ANNUITY PAYMENTS -- The amount of the first variable annuity
payment is determined by applying the Contract Value to be used for a variable
annuity at the Annuity Commencement Date to the annuity table in the Contract
for the Annuity Form selected. The table shows the amount of the initial annuity
payment for each $1,000 applied and all subsequent payments shall be equal to
this amount.

ReliaStar New York may, as of the Annuity Commencement Date, offer for sale
a single premium immediate variable annuity contract. If so, the amount of the
first Variable Annuity Payment will not be less than that which would be
provided if a single premium immediate variable annuity contract then offered by
us, assuming the 4% assumed interest rate, to Annuitants in the same class were
to be purchased with the greater of:

- the amount payable upon surrender of the Contract; or

- 95% of the Contract Value of the Contract.

Subsequent variable annuity payments vary in amount in accordance with the
investment performance of the applicable Sub-Account. Assuming annuity payments
are based on the unit values of a single Sub-Account, the dollar amount of the
first annuity payment, determined as set forth above, is divided by the
Sub-Account Annuity Unit Value as of the Annuity Commencement Date to establish
the number of Variable Annuity Units representing each annuity payment. This
number of Variable Annuity Units remains fixed during the annuity payment
period. The dollar amount of the second and subsequent payments is not
predetermined and may change from month to month. The dollar amount of the
second and each subsequent payment is determined by multiplying the fixed number
of Variable Annuity Units by the Sub-Account Annuity Unit Value for the
Valuation Period with respect to which the payment is due. If the monthly
payment is based upon the Annuity Unit Values of more than one Sub-Account, the
foregoing procedure is repeated for each applicable Sub-Account and the sum of
the payments based on each Sub-Account is the amount of the monthly annuity
payment.

The Annual Contract Charge is deducted in equal installments from each
annuity payment. When a fixed annuity payment is made in conjunction with a
variable annuity payment, an Annual Contract Charge is assessed against each
type of payment and is deducted in equal installments from each annuity payment.
Premium taxes payable to any governmental entity will be charged against the
Contracts. (See "Premium and Other Taxes.")

The annuity tables in the Contracts are based on the annuity mortality
table as defined in the Contract.

ReliaStar New York guarantees that the dollar amount of each variable
annuity payment after the first payment will not be affected by variations in
expenses (including those related to the Variable Account) or in mortality
experience from the mortality assumptions used to determine the first payment.

SUB-ACCOUNT ANNUITY UNIT VALUE

The Sub-Account Annuity Unit Value for any Valuation Period is determined
by multiplying the Sub-Account Annuity Unit Value for the immediately preceding
Valuation Period by the Net Investment Factor for the Sub-Account for the
Valuation Period for which the Sub-Account Annuity Unit Value is being
calculated, and multiplying the result by an interest factor to neutralize the
assumed investment rate of 4.00% per annum built into the annuity tables
contained in the Contracts. (See "Net Investment Factor.")

ASSUMED INVESTMENT RATE

An assumed investment rate is built into the annuity tables contained in
the Contracts. If the actual net investment rate on the assets of the Variable
Account is the same as the assumed investment rate, variable annuity payments
will remain level. If the actual net investment rate exceeds the assumed
investment rate, variable annuity payments will increase and conversely, if it
is less than the assumed investment rate the payments will decrease.
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FEDERAL TAX STATUS

INTRODUCTION

THIS DISCUSSION IS GENERAL AND NOT INTENDED AS TAX ADVICE. The discussion
is not intended to address the tax consequences resulting from all of the
situations in which a person may be entitled to or may receive a distribution
under the Contract.

The Contract may be purchased on a non-qualified basis ("Non-Qualified
Contract") or purchased and used in connection with plans qualifying for
favorable tax treatment ("Qualified Contract"). The Qualified Contract is
designed for use by individuals whose premium payments are comprised solely of
proceeds from and/or contributions under retirement plans which are intended to
qualify as plans entitled to special income tax treatment under Sections 401(a),
403(b), 408, or 408A of the Internal Revenue Code (the "Code").

The ultimate effect of Federal income taxes on the amounts held under a
Contract, or annuity payments, and on the economic benefit to the Owner, the
Annuitant, or the Beneficiary depends on the age and tax and employment status
of the individual concerned, on the type of retirement plan and on ReliaStar
Life's tax status. In addition, certain requirements must be satisfied in
purchasing a Qualified Contract with proceeds from a tax-qualified plan and
receiving distributions from a Qualified Contract in order to continue receiving
favorable tax treatment.

The following discussion assumes that Qualified Contracts are purchased
with proceeds from and/or contributions under retirement plans that qualify for
the intended special Federal income tax treatment.

Purchasers of Qualified Contracts should seek competent legal and tax
advice regarding the suitability of a Contract for their situation, the
applicable requirements, and the tax treatment of the rights and benefits of a
Contract.

The discussion is based on ReliaStar New York's understanding of Federal
Income Tax Laws as currently interpreted. No representation is made regarding
the likelihood of the continuation of the present Federal Income Tax Laws or the
current interpretation by the Internal Revenue Service ("IRS").

No attempt is made to consider any applicable state or other tax laws.

TAX STATUS OF THE CONTRACT

Diversification Requirements

Section 817(h) of the Code provides that separate account investments
underlying a contract must be "adequately diversified" in accordance with
Treasury regulations in order for the contract to qualify as an annuity contract
under Section 72 of the Code. The Variable Account, through each of the
Investment Funds, intends to comply with the diversification requirements
prescribed in regulations under Section 817(h) of the Code, which affect how the
assets in the various Sub-Accounts may be invested. Although ReliaStar New York
does not have control over the Investment Funds in which the Variable Account
invests, ReliaStar New York expects that each Investment Fund in which the
Variable Account owns shares will meet the diversification requirements and that
the Contract will be treated as an annuity contract under the Code.

The Treasury has also announced that the diversification regulations do not
provide guidance concerning the extent to which Owners may direct their
investments to particular Sub-Accounts of a variable account or how concentrated
the investments of the Investment Funds underlying a variable account may be.
The number of underlying investment options available under a variable product
may also be relevant in determining whether the product qualifies for the
desired tax treatment. It is possible that if additional rules, regulations or
guidance in this regard are issued, the Contract may need to be modified to
comply with such additional rules or guidance. For these reasons, ReliaStar New
York reserves the right to modify the Contract as necessary to attempt to
prevent the Owner from being considered the owner of the assets of the
Investment Funds or otherwise to qualify the Contract for favorable tax
treatment.

Required Distributions

NON-QUALIFIED CONTRACTS -- In order to be treated as an annuity contract
for Federal income tax purposes, Section 72(s) of the Code requires any
Non-Qualified Contract to provide that: (a) if any Owner dies on or after the
Annuity Commencement Date but prior to the time the entire interest in the
Contract has been distributed, the remaining portion of such interest will be
distributed at least as rapidly as under the method of distribution being used
as of the date of that Owner's death; and (b) if any Owner dies prior to the
Annuity Commencement Date, the entire

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interest in the Contract will be distributed within five years after the date of
the Owner's death. These requirements will be considered satisfied as to any
portion of the Owner's interest which is payable to or for the benefit of a
"designated Beneficiary" and which is distributed over the life of such
Beneficiary or over a period not extending beyond the life expectancy of that
Beneficiary, provided that such distributions begin within one year of that
Owner's death. The Owner's "designated Beneficiary" is the person designated by
such Owner as a Beneficiary and to whom ownership of the Contract passes by
reason of death and must be a natural person. However, if the Owner's
"designated Beneficiary" is the surviving spouse of the Owner, the Contract may
be continued with the surviving spouse as the new Owner. If the Owner is not an
individual, any change in the primary Annuitant is treated as a change of Owner
for tax purposes.

The Non-Qualified Contracts contain provisions which are intended to comply
with the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. ReliaStar New York intends
to review such provisions and modify them if necessary to assure that they
comply with the requirements of Code Section 72(s) when clarified by regulation
or otherwise. Other rules may apply to Qualified Contracts.

TAXATION OF ANNUITIES

In General

Section 72 of the Code governs taxation of annuities in general. ReliaStar
New York believes that an Owner who is a natural person generally is not taxed
on increases in the value of a Contract until distribution occurs by withdrawing
all or part of the Contract Value (e.g., partial surrenders and complete
surrenders) or as annuity payments under the Annuity Form selected. For this
purpose, the assignment, pledge, or agreement to assign or pledge any portion of
the Contract Value (and in the case of a Qualified Contract, any portion of an
interest in the qualified plan) generally will be treated as a distribution. The
taxable portion of a distribution (in the form of a single sum payment or
annuity) is taxable as ordinary income.

The Owner of any annuity contract who is not a natural person generally
must include in income any increase in the excess of the net surrender value
over the "investment in the contract" during the taxable year. ReliaStar New
York restricts ownership of Non-Qualified Contracts to no more than two natural
persons.

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

Surrenders

QUALIFIED CONTRACTS -- In the case of a full surrender under a Qualified or
Non-Qualified Contract, the amount received generally will be taxable only to
the extent it exceeds the "investment in the contract."

NON-QUALIFIED CONTRACTS -- In the case of a surrender from a Non-Qualified
Contract before the Annuity Commencement Date, under Code Section 72(e) amounts
received are generally first treated as taxable income to the extent that the
Contract Value exceeds the "investment in the contract" at that time. Any
additional amount surrendered is not taxable.

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

A Federal penalty tax may apply to certain surrenders. (See "Penalty Tax on
Certain Distributions.")

Annuity Payments

Although tax consequences may vary depending on the Annuity Form selected
under the Contract, in general, only the portion of the Annuity Payment that
represents the amount by which the Contract Value exceeds the investment in the
Contract will be taxed. For variable annuity payments, the taxable portion is
generally determined by an equation that establishes a specific dollar amount of
each payment that is not taxed. The dollar amount is determined by dividing the
investment in the contract by the total number of expected periodic payments.
However, the entire distribution will be taxable once the recipient has
recovered the amount of his or her investment in the contract. For fixed annuity
payments, in general, there is no tax on the portion of each payment which
represents the same ratio that the investment in the

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contract bears to the total expected value of the annuity payments for the term
of the payments; however, the remainder of each annuity payment is taxable until
the recovery of the investment in the Contract, and thereafter the full amount
or each annuity payment is taxable.

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a Contract because of the death of an Owner
or an Annuitant. Generally, such amounts are includible in the income of the
recipient as follows: (i) if distributed in a lump sum, they are taxed in the
same manner as a full surrender of the contract; or (ii) if distributed under a
payment option, they are taxed in the same way as annuity payments.

PENALTY TAX ON CERTAIN DISTRIBUTIONS

In the case of a distribution pursuant to a Non-Qualified Contract, a
Federal penalty equal to 10.00% of the amount treated as taxable income may be
imposed. In general, however, there is no penalty on distributions:

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

- made on or after the death of the holder (a holder is considered an
Owner) (or if the holder is not an individual, the death of the primary
annuitant);

- attributable to the taxpayer's becoming disabled;

- a part of a series of substantially equal periodic payments (not less
frequently than annually) for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer
and his or her designated beneficiary;

- made under an annuity contract that is purchased with a single premium
when the annuity starting date is no later than a year from purchase of
the annuity and substantially equal periodic payments are made, not less
frequently than annually, during the annuity period; and

- made under certain annuities issued in connection with structured
settlement agreements.

Other tax penalties may apply to certain distributions under a Qualified
Contract, as well as to certain contributions to, loans from, and other
circumstances, applicable to the Qualified Plan of which the Qualified Contract
is part.

POSSIBLE CHANGES IN TAXATION

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 other means (such as IRS regulations, revenue rulings, judicial
decisions, etc.). Moreover, it is also possible that any change could be
retroactive (that is, effective prior to the date of the change). You should
consult a tax adviser with respect to legislative developments and their effect
on the Policy.

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT

A transfer of ownership or assignment of a Contract, the designation of an
Annuitant, Payee or other Beneficiary who is not also the Owner, or the exchange
of a Contract may result in certain tax consequences to the Owner that are not
discussed herein. An Owner contemplating any such transfer, assignment, or
exchange of a Contract should contact a competent tax adviser with respect to
the potential tax effects of such a transaction.

WITHHOLDING

Pension and annuity distributions generally are subject to withholding for
the recipient's Federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. Effective January 1, 1993, distributions from certain qualified
plans are generally subject to mandatory withholding. Withholding for Contracts
issued to retirement plans established under Section 401 of the Code is the
responsibility of the plan trustee.

MULTIPLE CONTRACTS

Section 72(e)(11) of the Code treats non-qualified deferred annuity
contracts issued by ReliaStar New York (or its affiliates) to the same Owner
during any calendar year as one annuity contract for purposes of determining the
amount includible in gross income under Code Section 72(e). The effects of this
rule are not yet clear; however, it could affect the

28
<PAGE> 36

time when income is taxable and the amount that might be subject to the 10.00%
penalty tax described above. In addition, the Treasury Department has specific
authority to issue regulations that prevent the avoidance of Section 72(e)
through the serial purchase of annuity contracts or otherwise. There may also be
other situations in which the Treasury may conclude that it would be appropriate
to aggregate two or more annuity contracts purchased by the same Owner.
Accordingly, an Owner should consult a competent tax adviser before purchasing
more than one annuity contract.

TAXATION OF QUALIFIED PLANS

The Contracts are designed for use with several types of Qualified Plans.
The tax rules applicable to participants in these Qualified Plans vary according
to the type of plan and the terms of the plan itself. Favorable tax treatment
may be available for certain types of contributions and distributions. Adverse
tax consequences can result from contributions in excess of specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions); distributions
that do not conform to specified commencement and minimum distribution rules;
aggregate distributions in excess of a specified annual amount; and in other
specified circumstances. Therefore, no attempt is made to provide more than
general information about the use of the Contracts with the various types of
Qualified Plans. Contract Owners, the Annuitants, and Beneficiaries are
cautioned that the rights of any person to any benefits under these Qualified
Plans will be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Contracts issued in connection
with the plans. ReliaStar New York is not bound by the terms and conditions of
such plans to the extent such terms contradict the Contract, unless ReliaStar
New York consents. Brief descriptions follow of the various types of Qualified
Plans in connection with a Contract.

Pension and Profit Sharing Plans

Section 401(a) of the Code permits employers and self-employed persons to
establish various types of retirement plans for employees. Such retirement plans
may permit the purchaser of the Contract to provide benefits under the plans.
Persons intending to use the Contract with such plans should seek competent
advice.

Individual Retirement Annuities

Section 408 and 408A of the Code permits eligible individuals to contribute
to an individual retirement program known as an "Individual Retirement Annuity"
or "IRA." All IRAs are subject to limits on the amount that may be contributed,
the persons who are eligible, and on the time when distributions may commence.

TRADITIONAL IRAs -- Section 408 governs "traditional" IRAs. Subject to
certain income limits, contributions to a traditional IRA may be tax deductible.
Distributions from a traditional IRA, if attributable to deductible
contributions, are generally subject to income tax. Distributions must begin in
the year the Contract owner reaches age 70 1/2 for the traditional IRA, but not
for the Roth IRA (see below). Distributions from certain other types of
qualified retirement plans may be "rolled over" on a tax-deferred basis into a
traditional IRA.

ROTH IRAs -- Section 408A of the Code permits individuals to contribute to
a special type of IRA called a Roth IRA. The IRA must be designated as a "Roth
IRA" at the time it is established, in accordance with IRS rules. Contributions
to a Roth IRA are not deductible. If certain conditions are met, qualified
distributions from a Roth IRA are tax free. Subject to special limitations, a
distribution from a traditional IRA or another Roth IRA may be rolled over to a
Roth IRA.

Sales of a Contract for use with traditional or Roth IRAs may be subject to
special requirements of the IRS. The IRS has not reviewed the contract for
qualification as an IRA, and has not addressed in a ruling of general
applicability whether a death benefit provision such as the provision in the
Contract comports with IRS qualification requirements.

Tax Sheltered Annuities

Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premiums
paid, within certain limits, on a Contract that will provide an annuity for the
employee's retirement. Code section 403(b)(11) restricts the distribution under
Code section 403(b) annuity contracts of elective contributions and earnings on
those contributions; and Distribution may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions may not be
distributed in the case of hardship.

29
<PAGE> 37

POSSIBLE CHARGE FOR RELIASTAR NEW YORK'S TAXES

At the present time, ReliaStar New York makes no charge to the Sub-Accounts
for any Federal, state, or local taxes that ReliaStar New York incurs which may
be attributable to such Sub-Accounts or to the Contracts. ReliaStar New York,
however, reserves the right in the future to make a charge for any such tax laws
that it determines to be properly attributable to the Sub-Accounts or the
Contracts.

OTHER TAX CONSEQUENCES

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

VOTING OF FUND SHARES

As long as the Variable Account is registered as a unit investment trust
under the Investment Company Act of 1940 and the assets of the Variable Account
are allocated to Sub-Accounts that are invested in Investment Fund shares, the
Investment Fund shares held in the Sub-Accounts will be voted by ReliaStar New
York in accordance with instructions received from the person having voting
interests under the Contracts as described below. If ReliaStar New York
determines pursuant to applicable law or regulation that Investment Fund shares
held in the Sub-Accounts and attributable to the Contracts need not be voted
pursuant to instructions received from persons otherwise having the voting
interests, then ReliaStar New York may vote such Investment Fund shares held in
the Sub-Accounts in its own right.

Before the Annuity Commencement Date, the Owner shall have the voting
interest with respect to the Investment Fund shares attributable to the
Contract. On and after the Annuity Commencement Date, the person then entitled
to receive annuity payments shall have the voting interest with respect to the
Investment Fund shares. Such voting interest will generally decrease during the
annuity payout period.

Any Investment Fund shares held in the Variable Account for which we do not
receive timely voting instructions, or which are not attributable to Contract
Owners, will be voted by us in proportion to the instructions received from all
Contract Owners having a voting interest in the Investment Fund. Any Investment
Fund shares held by us or any of our affiliates in general accounts will, for
voting purposes, be allocated to all separate accounts having voting interests
in the Investment Fund in proportion to each account's voting interest in the
respective Investment Fund and will be voted in the same manner as are the
respective account's vote.

All Investment Fund proxy material will be sent to persons having voting
interests together with appropriate forms which may be used to give voting
instructions. Persons entitled to voting interests and the number of votes which
they may cast shall be determined as of a record date, to be selected by
ReliaStar New York, not more than 90 days before the meeting of the applicable
Fund.

Persons having voting interests under the Contracts as described above will
not, as a result thereof, have voting interests with respect to meetings of the
stockholders of ReliaStar New York.

DISTRIBUTION OF THE CONTRACTS

The Contracts will be sold by licensed insurance agents in those states
where the Contracts can be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
The Contracts will be distributed by the General Distributor, Washington Square
Securities, Inc., 20 Washington Avenue South, Minneapolis, Minnesota 55401,
which is an affiliate of ReliaStar New York. Commissions and other distribution
compensation will be paid by ReliaStar New York and will not result in any
charges to Contract Owners or to the Variable Account in addition to the charges
already described in this Prospectus. Generally such payments will not exceed
8.00% of the purchase payments. In some cases a trail commission based on the
Contract Value may also be paid.

30
<PAGE> 38

REVOCATION

The Contract Owner may revoke the contract at any time between the date of
Application and the date 10 days after receipt of the Contract and receive the
sum of (a) the difference between the Purchase Payments received including any
fees or other charges and the amounts, if any, allocated to the Sub-Accounts or
the Fixed Account under the Contract and (b) the Contract Value as of the next
Valuation Date after we receive your request. No Surrender Charges will apply.
All Individual Retirement Annuity refunds will be for a return of purchase
payments. In order to revoke the Contract, it must be mailed or delivered to the
mailing address shown below or the agent through whom it was purchased. Mailing
or delivery must occur on or before 10 days after receipt of the Contract for
revocation to be effective. In order to revoke the Contract written notice must
be mailed or delivered to:

ReliaStar Life Insurance Company of New York
1000 Woodbury Road
Suite 102
P.O. Box 9004
Woodbury, New York 11797

The liability of the Variable Account under this provision is limited to
the Contract Value in each Sub-Account on the date of revocation. Any additional
amounts refunded to the Contract Owner will be paid by ReliaStar New York.

REPORTS TO OWNERS

ReliaStar New York will mail to the Contract Owner, at the last known
address of record at the home office of ReliaStar New York, at least annually
after the first Contract Year, a report containing such information as may be
required by any applicable law or regulation and a statement showing the
Contract Value and the amount payable at surrender of the Contract.

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you or other persons in
your household have more than one Contract. Call 1-877-884-5050 if you need
additional copies of financial reports, prospectuses, or annual and semi-annual
reports, or if you would like to receive one copy for each Contract in all
future mailings.

LEGAL PROCEEDINGS

The Variable Account is not a party to any pending legal proceedings. The
Company is a defendant in various lawsuits in connection with the normal conduct
of its insurance operations. Some of the claims seek to be granted class action
status and many of the claims seek both compensatory and punitive damages. In
the opinion of management, the ultimate resolution of such litigation will not
have a material adverse impact to the financial position of the Company.

EXPERTS

The financial statements of ReliaStar Life Insurance Company of New York as
of and for the years ended December 31, 1999 and December 31, 1998, which are
contained in the Statement of Additional Information, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are included therein and have been so included in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.

No financial statements are available for the Variable Account because it
did not commence operations until after December 31, 1999.

FURTHER INFORMATION

A Registration Statement under the Securities Act of 1933 has been filed
with the Securities and Exchange Commission with respect to the contracts
described herein. The Prospectus does not contain all of the information set
forth in the Registration Statement and exhibits thereto, to which reference is
hereby made for further information concerning the Variable Account, ReliaStar
New York and the Contracts. The information so omitted may be obtained from the
Commission's principal office in Washington, D.C., upon payment of the fee
prescribed by the Commission, or examined there without charge. Statements
contained in this Prospectus as to the provisions of the Contracts and other

31
<PAGE> 39

legal documents are summaries, and reference is made to the documents as filed
with the Commission for a complete statement of the provisions thereof.

INFORMATION ABOUT THE FIXED ACCOUNT CAN BE FOUND IN APPENDIX A, AND
CONDENSED FINANCIAL INFORMATION CAN BE FOUND IN APPENDIX B.

32
<PAGE> 40

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Introduction................................................ SAI-2
Administration of the Contracts............................. SAI-2
Custody of Assets........................................... SAI-2
Experts..................................................... SAI-2
Distribution of the Contracts............................... SAI-2
Calculation of Yield and Return............................. SAI-3
Financial Statements........................................ SAI-15
</TABLE>

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

If you would like to receive a copy of the ReliaStar Life Insurance Company of
New York Variable Annuity Separate Account II Statement of Additional
Information, please call 1-877-884-5050 or return this request to:

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
1000 WOODBURY ROAD
SUITE 102
P.O. BOX 9004
WOODBURY, NEW YORK 11797

- --------------------------------------------------------------------------------
Your name

- --------------------------------------------------------------------------------
Address

- --------------------------------------------------------------------------------
City State Zip

Please send me a copy of the ReliaStar Life Insurance Company of New York
Variable Annuity Separate Account II Statement of Additional Information.

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

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ACCOMPANYING
INVESTMENT FUND PROSPECTUSES AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

33
<PAGE> 41

APPENDIX A

THE FIXED ACCOUNT

CONTRIBUTIONS UNDER THE FIXED PORTION OF THE CONTRACT AND TRANSFERS TO THE
FIXED PORTION BECOME PART OF THE GENERAL ACCOUNT OF RELIASTAR NEW YORK (THE
"FIXED ACCOUNT"), WHICH SUPPORTS INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN
THE FIXED ACCOUNT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
("1933 ACT") NOR IS THE FIXED ACCOUNT REGISTERED AS AN INVESTMENT COMPANY UNDER
THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED
ACCOUNT NOR ANY INTEREST THEREIN ARE GENERALLY SUBJECT TO THE PROVISIONS OF THE
1933 OR 1940 ACT AND RELIASTAR NEW YORK HAS BEEN ADVISED THAT THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN THIS
PROSPECTUS WHICH RELATE TO THE FIXED PORTION OF THE CONTRACT. DISCLOSURES
REGARDING THE FIXED PORTION OF THE ANNUITY CONTRACT AND THE FIXED ACCOUNT,
HOWEVER, MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE
FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF STATEMENTS
MADE IN PROSPECTUSES.

The Fixed Account is made up of all of the general assets of ReliaStar New
York other than those allocated to any separate account. Purchase payments will
be allocated to the Fixed Account as elected by the Owner at the time of
purchase or as subsequently changed. ReliaStar New York will invest the assets
of the Fixed Account in those assets chosen by ReliaStar New York and allowed by
applicable law.

ReliaStar New York guarantees that it will credit interest at a rate of not
less than 3.00% per year, compounded annually, to amounts allocated to the Fixed
Account under the Contract. ReliaStar New York may credit interest at a rate in
excess of 3.00% per year; however, ReliaStar New York is not obligated to do so.
ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF
3.00% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF RELIASTAR NEW YORK.
THE OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT ALLOCATIONS
MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3.00% FOR ANY GIVEN YEAR.

A-1
<PAGE> 42

APPENDIX B

PERFORMANCE INFORMATION AND CONDENSED FINANCIAL INFORMATION

PERFORMANCE INFORMATION

From time to time, ReliaStar New York may advertise or include in sales
literature yields, effective yields, and total returns for the available
Sub-Accounts. THESE FIGURES ARE BASED ON HISTORICAL EARNINGS AND DO NOT INDICATE
OR PROJECT FUTURE PERFORMANCE.

Yields, effective yields and total returns for the Sub-Accounts are based
on the investment performance of the corresponding portfolios of the Investment
Funds. The performance in part reflects the Investment Funds' expenses. See the
prospectuses for the Investment Funds.

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

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

Total returns generally will be presented in "standardized" format. This
means, among other things, that performance will be shown from the date of
inception of the Variable Account, or, if later, the inception date of the
applicable Investment Fund. In some instances, "non-standardized" returns may be
shown from prior to the inception date of the Variable Account. Non-standardized
information will be accompanied by standardized information.

When a Sub-Account has been in operation for one, five, and ten years,
respectively, the total return for these periods will be provided. For periods
prior to the date the Sub-Account commenced operations, performance information
for Contracts funded by the Sub-Accounts will be calculated based on the
performance of the Investment Funds' portfolios and the assumption that the
Sub-Accounts were in existence for the same periods as those indicated for the
Investment Funds' portfolios, with the level of Contract charges that were in
effect at the inception of the Sub-Accounts for the Contracts.

ReliaStar New York may, from time to time, also disclose yield and total
returns for the portfolios of the Investment Funds, including such disclosure
for periods prior to the dates the Sub-Accounts commenced operations.

ReliaStar New York may also report other information including the effect
of tax-deferred compounding on a Sub-Account's investment returns, or returns in
general, which may be illustrated by tables, graphs or charts.

Advertising and sales literature may also compare the performance of each
Sub-Account to the Standard & Poor's Composite Index of 500 Stocks, a widely
used measure of stock performance. This unmanaged index assumes the reinvestment
of dividends but does not reflect any "deduction" for the expense of operating
or managing an investment portfolio. Other independent ranking services and
indices may also be used as a source of performance comparison.

Each Sub-Account may, from time to time, advertise or include in sales
literature performance relative to certain performance rankings and indices
compiled by independent organizations. More detailed information as to the
calculation of performance information, as well as comparisons with unmanaged
market indices, appears in the Statement of Additional Information.

SUB-ACCOUNT ACCUMULATION UNIT VALUES

The value of Sub-Account Accumulation Units will vary up or down depending
upon performance of the applicable Fund and will be computed based upon an
initial unit value established as of the date of this Prospectus.

B-1
<PAGE> 43

STATEMENT OF ADDITIONAL INFORMATION

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

INDIVIDUAL DEFERRED VARIABLE/FIXED ANNUITY CONTRACTS

ISSUED BY

RELIASTAR LIFE INSURANCE COMPANY OF
NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT II

AND

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

This Statement of Additional Information is not a Prospectus, but should be
read in conjunction with the Prospectus dated May 1, 2000 (the "Prospectus")
relating to the Individual Deferred Variable/Fixed Annuity Contracts issued by
ReliaStar Life Insurance Company of New York Variable Annuity Separate Account
II (the "Variable Account") and ReliaStar Life Insurance Company of New York
("ReliaStar New York") (formerly known as ReliaStar Bankers Security Life
Insurance Company). Much of the information contained in this Statement of
Additional Information expands upon subjects discussed in the Prospectus. A copy
of the Prospectus may be obtained from Washington Square Securities, Inc., 20
Washington Avenue South, Minneapolis, Minnesota 55401.

Capitalized terms used in this Statement of Additional Information that are
not otherwise defined herein shall have the meanings given to them in the
Prospectus.

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

TABLE OF CONTENTS

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

The date of this Statement of Additional Information is May 1, 2000.

SAI-1
<PAGE> 44

INTRODUCTION

The Individual Deferred Variable/Fixed Annuity Contracts described in the
Prospectus are flexible purchase payment contracts. The Contracts are sold both
as Non-Qualified contracts and/or in connection with retirement plans which may
qualify for special Federal tax treatment under the Internal Revenue Code. (See
"Federal Tax Status" in the Prospectus.) Annuity payouts under the Contracts are
deferred until a selected later date.

Purchase payments may be allocated to one or more of the available
Sub-Accounts of the Variable Account, a separate account of ReliaStar New York,
and/or to the Fixed Account (which is the general account of ReliaStar New
York). Purchase payments allocated to one or more of the available Sub-Accounts
of the Variable Account, as selected by the Contract Owner, will be invested in
shares at net asset value of one or more of a group of investment funds (the
"Investment Funds").

ADMINISTRATION OF THE CONTRACTS

ReliaStar New York performs certain administrative functions
("Administrative Functions") relating to the Contracts and the Variable Account
in Minot, North Dakota. These functions include, among other things, maintaining
the books and records of the Variable Account and the Sub-Accounts, and
maintaining records of the name, address, taxpayer identification number,
Contract number, type of Contract issued to each Owner, Contract Value and other
pertinent information necessary to the administration and operation of the
Contracts. ReliaStar New York receives no payment for performing any of the
Administrative Functions.

CUSTODY OF ASSETS

ReliaStar New York maintains custody of the assets of the Variable Account.
As Custodian, ReliaStar New York holds cash balances for the Variable Account
pending investment in the Investment Funds or distribution. The Investment Fund
shares owned by the Sub-accounts are reflected only on the records of the Funds
and are not issued in certificated form.

EXPERTS

The financial statements of ReliaStar Life Insurance Company of New York,
as of and for the two years ended December 31, 1999 and December 31, 1998, which
are included in this Statement of Additional Information, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are included herein, and have been so included in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.

The Variable Account had no assets as of December 31, 1999, and therefore,
no financial statements are included.

DISTRIBUTION OF THE CONTRACTS

The Contracts will be distributed by the General Distributor, Washington
Square Securities, Inc. ("WSSI"), which is a direct wholly-owned subsidiary of
ReliaStar Financial Corp. and is an affiliate of ReliaStar New York. The
Contracts will be sold by licensed insurance agents in those states where the
Contracts can be lawfully sold. Such agents will be registered representatives
of broker-dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc.

As of December 31, 1999, WSSI was not paid any fees by the Company in
connection with distribution of the Contracts.

No deduction for a sales charge is made from the purchase payments for the
Contracts. However, if part or all of a Contract's value is surrendered,
surrender charges (which may be deemed to be contingent deferred sales charges)
may be made by ReliaStar New York. The method used to determine the amount of
such charge is described in the Prospectus under the heading "Charges Made By
ReliaStar New York -- Surrender Charge (Contingent Deferred Sales Charge)."

SAI-2
<PAGE> 45

CALCULATION OF YIELD AND RETURN

CURRENT YIELD AND EFFECTIVE YIELD. Current yield and effective yield will
be calculated only for the VIP Money Market Portfolio Sub-Account.

The current yield is based on a seven-day period (the "base period") and is
calculated by determining the "net change in value" on a hypothetical account
having a balance of one Accumulation Unit at the beginning of the period,
dividing the net change in account value by the value of the account at the
beginning of the base period to obtain the base period return, and multiplying
the base period return by 365/7 with the resulting yield figure carried to the
nearest hundredth of one percent. The effective yield is computed in a similar
manner, except that the base period return is compounded by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result,
according to the following formula:

<TABLE>
<S> <C>
365/7
------------------------------
EFFECTIVE YIELD = [(Base Period Return + 1)] - 1
</TABLE>

Net changes in value of a hypothetical account will include net investment
income of the account (accrued daily dividends as declared by the VIP Money
Market Portfolio, less daily expense and contract charges to the account) for
the period, but will not include realized or unrealized gains or losses on its
underlying fund shares.

The VIP Money Market Portfolio Sub-Account's yield and effective yield will
vary in response to any fluctuations in interest rates and expenses of the
Sub-Account.

Assuming that the Sub-Account investing in the VIP Money Market Portfolio
was then in existence, the yield and effective yield of the Sub-Account for the
seven-day period ending December 31, 1999 would have been as follows:

<TABLE>
<S> <C> <C> <C>
YIELD: 4.89%
EFFECTIVE YIELD: 5.01%
</TABLE>

STANDARDIZED YIELD. A standardized yield computation may be used for bond
Sub-Accounts. The yield quotation will be based on a recent 30 day (or one
month) period, and is computed by dividing the net investment income per
Accumulation Unit earned during the period by the maximum offering price on the
last day of the period according to the following formula:

<TABLE>
<S> <C>
YIELD = 2 [(a - b + 1)(6) - 1]
------------------------
cd
</TABLE>

Where:

a = net investment earned during the period by the Fund or Portfolio
attributable to shares owned by the Sub-Account.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of Accumulation Units outstanding during
the period.

d = the maximum offering price per Accumulation Unit on the last day
of the period.

Yield on each Sub-Account is earned from dividends declared and paid by the
underlying Fund or Portfolio, which are automatically reinvested in Fund or
Portfolio shares.

AVERAGE ANNUAL TOTAL RETURNS. From time to time, sales literature or
advertisements may also quote average annual total returns for one or more of
the Sub-Accounts for various periods of time.

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

Average annual total returns will be calculated using Sub-Account unit
values which ReliaStar New York calculates on each Valuation Date based on the
performance of the Sub-Account's underlying Portfolio, the deductions for the
Mortality and Expense Risk Premiums, the Administration Charge, and the Annual
Contract Charge. The calculation

SAI-3
<PAGE> 46

assumes that the Annual Contract Charge is $30 per year per Contract deducted at
the end of each Contract Year. For purposes of calculating average annual total
return, an average per dollar Annual Contract Charge attributable to the
hypothetical account for the period is used. The calculation also assumes
surrender of the Contract at the end of the period for the return quotation.
Total returns will therefore reflect a deduction of the Surrender Charge for any
period less than six years. The total return will then be calculated according
to the following formula:

<TABLE>
<C> <C> <S>
TR = ((ERV/P) 1/N) - 1
Where:
TR = The average annual total return net of Sub-Account recurring
charges.
ERV = the ending redeemable value (net of any applicable surrender
charge) of the hypothetical account at the end of the
period.
P = a hypothetical initial payment of $1,000.
N = the number of years in the period.
</TABLE>

SAI-4
<PAGE> 47

Such average annual total return information for the Sub-Accounts is as
follows:

<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE 5-YEAR FOR THE 10-YEAR FOR THE PERIOD FROM
PERIOD ENDED PERIOD ENDED PERIOD ENDED DATE OF INCEPTION OF
SUB-ACCOUNT 12/31/99 12/31/99 12/31/99 SUB-ACCOUNT TO 12/31/99
- ----------- -------------- -------------- --------------- -----------------------
<S> <C> <C> <C> <C>
AIM V.I. Dent Demographic Trends Fund
(Sub-Account Inception: 5/1/00)................... N/A N/A N/A N/A
Alger American Growth Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Alger American Leveraged AllCap Portfolio
(Sub-Account Inception: 5/1/00)................... N/A N/A N/A N/A
Alger American MidCap Growth Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Alger American Small Capitalization Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Fidelity VIP Equity-Income Portfolio -- Initial
Class
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Fidelity VIP Growth Portfolio -- Initial Class
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Fidelity VIP High Income Portfolio -- Initial Class
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Fidelity VIP II Contrafund(R) Portfolio -- Initial
Class
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Fidelity VIP II Index 500 Portfolio -- Initial Class
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Fidelity VIP II Investment Grade Bond Portfolio --
Initial Class
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Janus Aspen Aggressive Growth Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Janus Aspen Growth Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Janus Aspen International Growth Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Janus Aspen Worldwide Growth Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Neuberger Berman Advisers Management Trust Limited
Maturity Bond Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Neuberger Berman Advisers Management Trust Partners
Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Neuberger Berman Advisers Management Trust Socially
Responsive Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
OCC Accumulation Trust Equity Portfolio**
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
OCC Accumulation Trust Global Equity Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
OCC Accumulation Trust Managed Portfolio**
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
OCC Accumulation Trust Small Cap Portfolio**
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Pilgrim VP Growth Opportunities Portfolio
(Sub-Account Inception: 5/1/00)................... N/A N/A N/A N/A
Pilgrim VP Growth + Value Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Pilgrim VP High Yield Bond Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Pilgrim VP International Value Portfolio
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Pilgrim VP MagnaCap Portfolio
(Sub-Account Inception: 5/1/00)................... N/A N/A N/A N/A
Pilgrim VP MidCap Opportunities Portfolio
(Sub-Account Inception: 5/1/00)................... N/A N/A N/A N/A
Pilgrim VP Research Enhanced Index Portfolio*
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Pilgrim VP SmallCap Opportunities Portfolio*
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
Putnam VT Growth and Income Fund -- Class IA Shares
(Sub-Account Inception: 2/11/99).................. N/A N/A N/A N/A
</TABLE>

SAI-5
<PAGE> 48

SAI-6
<PAGE> 49

From time to time, sales literature or advertisements may quote average
annual total returns for periods prior to the date the Sub-Accounts commenced
operations. Such performance information for the Sub-Accounts will be calculated
based on the performance of the Portfolios and the assumption that the
Sub-Accounts were in existence for the same periods as those indicated for the
Portfolios, with the level of Contract charges currently in effect.

Such average annual total return information for the Sub-Accounts is as
follows:

<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE 5-YEAR FOR THE 10-YEAR FOR THE PERIOD FROM
PERIOD ENDED PERIOD ENDED PERIOD ENDED DATE OF INCEPTION OF
SUB-ACCOUNT 12/31/99 12/31/99 12/31/99 FUND PORTFOLIO TO 12/31/99
----------- -------------- -------------- --------------- --------------------------
<S> <C> <C> <C> <C>
AIM V.I. Dent Demographic Trends Fund
(Portfolio Inception: 12/29/99)................ N/A N/A N/A N/A
Alger American Growth Portfolio
(Portfolio Inception: 1/9/89).................. 26.44% 28.83% 21.16% 21.32%
Alger American Leveraged AllCap Portfolio
(Portfolio Inception: 1/25/95)................. 70.15% N/A N/A 44.19%
Alger American MidCap Growth Portfolio
(Portfolio Inception: 5/3/93).................. 24.57% 24.06% N/A 22.96%
Alger American Small Capitalization Portfolio
(Portfolio Inception: 9/21/88)................. 35.98% 20.57% 16.55% 19.16%
Fidelity VIP Equity-Income Portfolio -- Initial
Class
(Portfolio Inception: 10/9/86)................. (0.59)% 16.55% 12.87% 12.17%
Fidelity VIP Growth Portfolio -- Initial Class
(Portfolio Inception: 10/9/86)................. 30.08% 27.64% 18.24% 17.09%
Fidelity VIP High Income Portfolio -- Initial
Class
(Portfolio Inception: 9/19/85)................. 1.21% 8.77% 10.84% 9.32%
Fidelity VIP II Contrafund(R)
Portfolio -- Initial Class
(Portfolio Inception: 1/3/95).................. 17.08% N/A N/A 25.65%
Fidelity VIP II Index 500 Portfolio -- Initial
Class
(Portfolio Inception: 8/27/92)................. 13.39% 26.07% N/A 19.36%
Fidelity VIP II Investment Grade Bond
Portfolio -- Initial Class
(Portfolio Inception: 12/5/88)................. (7.87)% 5.18% 5.66% 5.93%
Janus Aspen Aggressive Growth Portfolio
(Portfolio Inception: 9/13/93)................. 116.84% 34.08% N/A 32.51%
Janus Aspen Growth Portfolio
(Portfolio Inception: 9/13/93)................. 36.54% 27.79% N/A 22.51%
Janus Aspen International Growth Portfolio
(Portfolio Inception: 5/2/94).................. 74.31% 31.13% N/A 26.15%
Janus Aspen Worldwide Growth Portfolio
(Portfolio Inception: 9/13/93)................. 56.73% 31.48% N/A 27.87%
Neuberger Berman Advisers Management Trust
Limited Maturity Bond Portfolio
(Portfolio Inception: 9/10/84)................. (5.38)% 3.39% 4.35% 5.95%
Neuberger Berman Advisers Management Trust
Partners Portfolio
(Portfolio Inception: 3/22/94)................. 0.43% 18.96% N/A 15.50%
Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio
(Portfolio Inception: 2/18/99)................. N/A N/A N/A N/A
OCC Accumulation Trust Equity Portfolio**
(Portfolio Inception: 8/1/88).................. (4.33)% 17.93% 13.84% 14.04%
OCC Accumulation Trust Global Equity Portfolio
(Portfolio Inception: 3/1/95).................. 19.32% N/A N/A 15.98%
OCC Accumulation Trust Managed Portfolio**
(Portfolio Inception: 8/1/88).................. (1.91)% 17.64% 14.96% 16.05%
OCC Accumulation Trust Small Cap Portfolio**
(Portfolio Inception: 8/1/88).................. (8.64)% 6.25% 9.54% 9.91%
Pilgrim VP Growth Opportunities Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP Growth + Value Portfolio
(Portfolio Inception: 5/6/94).................. 86.84% 30.44% N/A 27.04%
Pilgrim VP High Yield Bond Portfolio
(Portfolio Inception: 5/6/94).................. (10.01)% 6.16% N/A 5.13%
Pilgrim VP International Value Portfolio
(Portfolio Inception: 8/8/97).................. 42.65% N/A N/A 23.96%
Pilgrim VP MagnaCap Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP MidCap Opportunities Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP Research Enhanced Index Portfolio*
(Portfolio Inception: 5/6/94).................. (1.10)% 6.33% N/A 5.71%
</TABLE>

SAI-7
<PAGE> 50

SAI-8
<PAGE> 51

ReliaStar New York may also disclose average annual total returns for the
Investment Fund's Portfolios since their inception, including such disclosure
for periods prior to the date the Variable Account commenced operations.

Such average annual total return information for the Portfolios of the
Investment Funds is as follows:

<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE 5-YEAR FOR THE 10-YEAR FOR THE PERIOD FROM
PERIOD ENDED PERIOD ENDED PERIOD ENDED DATE OF INCEPTION OF
SUB-ACCOUNT 12/31/99 12/31/99 12/31/99 FUND PORTFOLIO TO 12/31/99
- ----------- -------------- -------------- --------------- --------------------------
<S> <C> <C> <C> <C>
AIM V.I. Dent Demographic Trends Fund
(Portfolio Inception: 12/29/99)................ N/A N/A N/A N/A
Alger American Growth Portfolio
(Portfolio Inception: 1/9/89).................. 33.74% 30.94% 22.89% 23.05%
Alger American Leveraged AllCap Portfolio
(Portfolio Inception: 1/25/95)................. 78.06% N/A N/A 46.41%
Alger American MidCap Growth Portfolio
(Portfolio Inception: 5/3/93).................. 31.85% 26.14% N/A 24.72%
Alger American Small Capitalization Portfolio
(Portfolio Inception: 9/21/88)................. 43.42% 22.64% 18.22% 20.85%
Fidelity VIP Equity-Income Portfolio -- Initial
Class
(Portfolio Inception: 10/9/86)................. 6.33% 18.61% 14.49% 13.78%
Fidelity VIP Growth Portfolio -- Initial Class
(Portfolio Inception: 10/9/86)................. 37.44% 29.74% 19.94% 18.76%
Fidelity VIP High Income Portfolio -- Initial
Class
(Portfolio Inception: 9/19/85)................. 8.16% 10.86% 12.43% 10.88%
Fidelity VIP II Contrafund(R)
Portfolio -- Initial Class
(Portfolio Inception: 1/3/95).................. 24.25% N/A N/A 27.73%
Fidelity VIP II Index 500 Portfolio -- Initial
Class
(Portfolio Inception: 8/27/92)................. 20.51% 28.16% N/A 21.07%
Fidelity VIP II Investment Grade Bond
Portfolio -- Initial Class
(Portfolio Inception: 12/5/88)................. (1.05)% 7.30% 7.19% 7.46%
Janus Aspen Aggressive Growth Portfolio
(Portfolio Inception: 9/13/93)................. 125.40% 36.23% N/A 34.40%
Janus Aspen Growth Portfolio
(Portfolio Inception: 9/13/93)................. 43.98% 29.89% N/A 24.27%
Janus Aspen International Growth Portfolio
(Portfolio Inception: 5/2/94).................. 82.27% 33.25% N/A 28.17%
Janus Aspen Worldwide Growth Portfolio
(Portfolio Inception: 9/13/93)................. 64.45% 33.60% N/A 29.69%
Neuberger Berman Advisers Management Trust
Limited Maturity Bond Portfolio
(Portfolio Inception: 9/10/84)................. 1.48% 5.52% 5.86% 7.47%
Neuberger Berman Advisers Management Trust
Partners Portfolio
(Portfolio Inception: 3/22/94)................. 7.37% 21.03% N/A 17.47%
Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio
(Portfolio Inception: 2/18/99)................. N/A N/A N/A N/A
OCC Accumulation Trust Equity Portfolio**
(Portfolio Inception: 8/1/88).................. 2.54% 19.94% 15.46% 15.66%
OCC Accumulation Trust Global Equity Portfolio
(Portfolio Inception: 3/1/95).................. 26.53% N/A N/A 18.06%
OCC Accumulation Trust Managed Portfolio**
(Portfolio Inception: 8/1/88).................. 5.00% 19.69% 16.60% 17.70%
OCC Accumulation Trust Small Cap Portfolio**
(Portfolio Inception: 8/1/88).................. (1.83)% 8.35% 11.12% 11.48%
Pilgrim VP Growth Opportunities Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP Growth + Value Portfolio
(Portfolio Inception: 5/6/94).................. 94.98% 32.56% N/A 29.07%
Pilgrim VP High Yield Bond Portfolio
(Portfolio Inception: 5/6/94).................. (3.22)% 8.63% N/A 7.47%
Pilgrim VP International Value Portfolio
(Portfolio Inception: 8/8/97).................. 50.18% N/A N/A 27.15%
Pilgrim VP MagnaCap Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP MidCap Opportunities Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP Research Enhanced Index Portfolio*
(Portfolio Inception: 5/6/94).................. 5.82% 8.84% N/A 8.09%
Pilgrim VP SmallCap Opportunities Portfolio*
(Portfolio Inception: 5/6/94).................. 141.03% 35.16% N/A 30.97%
</TABLE>

SAI-9
<PAGE> 52

SAI-10
<PAGE> 53

OTHER TOTAL RETURNS. From time to time, sales literature or advertisements
may quote average annual total returns for the Sub-Accounts that do not reflect
the Surrender Charge. Such performance information may quote average annual
total returns for periods during which the Sub-Accounts were operating and for
periods prior to the date the Sub-Accounts commenced operations. These returns
are calculated in exactly the same way as average annual total returns described
above, except that the ending redeemable value of the hypothetical account for
the period is replaced with an ending value for the period that does not take
into account any charges on amounts surrendered or withdrawn. Such information
is as follows:

RETURNS SINCE DATE SUB-ACCOUNTS COMMENCED OPERATIONS

SAI-11
<PAGE> 54

SAI-12
<PAGE> 55

RETURNS INCLUDING PERIOD PRIOR TO DATE SUB-ACCOUNTS COMMENCED OPERATIONS

<TABLE>
<CAPTION>
FOR THE 1-YEAR FOR THE 5-YEAR FOR THE 10-YEAR FOR THE PERIOD FROM
PERIOD ENDED PERIOD ENDED PERIOD ENDED DATE OF INCEPTION OF
SUB-ACCOUNT 12/31/99 12/31/99 12/31/99 FUND PORTFOLIO TO 12/31/99
- ----------- -------------- -------------- --------------- --------------------------
<S> <C> <C> <C> <C>
AIM V.I. Dent Demographic Trends Fund
(Portfolio Inception: 12/29/99)................ N/A N/A N/A N/A
Alger American Growth Portfolio
(Portfolio Inception: 1/9/89).................. 31.84% 29.09% 21.16% 21.32%
Alger American Leveraged AllCap Portfolio
(Portfolio Inception: 1/25/95)................. 75.55% N/A N/A 44.36%
Alger American MidCap Growth Portfolio
(Portfolio Inception: 5/3/93).................. 29.97% 24.36% N/A 22.96%
Alger American Small Capitalization Portfolio
(Portfolio Inception: 9/21/88)................. 41.38% 20.91% 16.55% 19.16%
Fidelity VIP Equity-Income Portfolio -- Initial
Class
(Portfolio Inception: 10/9/86)................. 4.81% 16.93% 12.87% 12.17%
Fidelity VIP Growth Portfolio -- Initial Class
(Portfolio Inception: 10/9/86)................. 35.48% 27.91% 18.24% 17.09%
Fidelity VIP High Income Portfolio -- Initial
Class
(Portfolio Inception: 9/19/85)................. 6.61% 9.28% 10.84% 9.32%
Fidelity VIP II Contrafund(R)
Portfolio -- Initial Class
(Portfolio Inception: 1/3/95).................. 22.48% N/A N/A 25.93%
Fidelity VIP II Index 500 Portfolio -- Initial
Class
(Portfolio Inception: 8/27/92)................. 18.79% 26.36% N/A 19.36%
Fidelity VIP II Investment Grade Bond
Portfolio -- Initial Class
(Portfolio Inception: 12/5/88)................. (2.47)% 5.77% 5.66% 5.93%
Janus Aspen Aggressive Growth Portfolio
(Portfolio Inception: 9/13/93)................. 122.24% 34.30% N/A 32.51%
Janus Aspen Growth Portfolio
(Portfolio Inception: 9/13/93)................. 41.94% 28.05% N/A 22.51%
Janus Aspen International Growth Portfolio
(Portfolio Inception: 5/2/94).................. 79.71% 31.37% N/A 26.36%
Janus Aspen Worldwide Growth Portfolio
(Portfolio Inception: 9/13/93)................. 62.13% 31.72% N/A 27.87%
Neuberger Berman Advisers Management Trust
Limited Maturity Bond Portfolio
(Portfolio Inception: 9/10/84)................. 0.02% 4.01% 4.35% 5.95%
Neuberger Berman Advisers Management Trust
Partners Portfolio
(Portfolio Inception: 3/22/94)................. 5.83% 19.32% N/A 15.81%
Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio
(Portfolio Inception: 2/18/99)................. N/A N/A N/A N/A
OCC Accumulation Trust Equity Portfolio**
(Portfolio Inception: 8/1/88).................. 1.07% 18.30% 13.84% 14.04%
OCC Accumulation Trust Global Equity Portfolio
(Portfolio Inception: 3/1/95).................. 24.72% N/A N/A 16.40%
OCC Accumulation Trust Managed Portfolio**
(Portfolio Inception: 8/1/88).................. 3.49% 18.02% 14.96% 16.05%
OCC Accumulation Trust Small Cap Portfolio**
(Portfolio Inception: 8/1/88).................. (3.24)% 6.81% 9.54% 9.91%
Pilgrim VP Growth Opportunities Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP Growth + Value Portfolio
(Portfolio Inception: 5/6/94).................. 92.24% 30.69% N/A 27.24%
Pilgrim VP High Yield Bond Portfolio
(Portfolio Inception: 5/6/94).................. (4.61)% 6.72% N/A 5.62%
Pilgrim VP International Value Portfolio
(Portfolio Inception: 8/8/97).................. 48.05% N/A N/A 25.33%
Pilgrim VP MagnaCap Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP MidCap Opportunities Portfolio
(Portfolio Inception: 4/30/00)................. N/A N/A N/A N/A
Pilgrim VP Research Enhanced Index Portfolio*
(Portfolio Inception: 5/6/94).................. 4.30% 6.89% N/A 6.19%
Pilgrim VP SmallCap Opportunities Portfolio*
(Portfolio Inception: 5/6/94).................. 137.66% 33.25% N/A 29.12%
Putnam VT Growth and Income Fund -- Class IA
Shares
(Portfolio Inception: 2/1/88).................. 0.13% 17.71% 12.38% 13.57%
</TABLE>

SAI-13
<PAGE> 56

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

* The Pilgrim VP SmallCap Opportunities Portfolio (formerly the Northstar
Galaxy Trust Emerging Growth Portfolio) operated under an investment
objective of seeking income balanced with capital appreciation from
inception through November 8, 1998, when the investment objective was
modified to seeking long-term capital appreciation. The Pilgrim VP Research
Enhanced Index Portfolio (formerly the Northstar Galaxy Trust Multi-Sector
Bond Portfolio) operated under an investment objective of seeking current
income while preserving capital through April 29, 1999, when the investment
objective was modified to seeking long-term capital appreciation.

** On September 16, 1994, an investment company then called Quest for Value
Accumulation Trust (the "Old Trust") was effectively divided into two
investment funds, the Old Trust and the present OCC Accumulation Trust (the
"Trust") at which time the Trust commenced operations. The total net assets
for the Equity, Managed, and Small Cap Portfolios immediately after the
transaction were $86,789,755, $682,601,380, and $139,812,573, respectively,
with respect to the Old Trust and for the Equity, Managed, and Small Cap
Portfolios, $3,764,598, $51,345,102, and $8,129,274, respectively with
respect to the Trust. For the period prior to September 14, 1994, the
performance figures for each of the Equity, Managed, and Small Cap Portfolios
reflect the performance of the corresponding Portfolios of the Old Trust.

The Investment Funds have provided the total return information for the
Portfolios, including the Portfolio total return information used to calculate
the total returns of the Sub-Accounts for periods prior to the inception of the
Sub-Accounts. AIM Variable Insurance Funds, The Alger American Fund, Fidelity
Variable Insurance Products Fund, Fidelity Variable Insurance Products Fund II,
Janus Aspen Series, Neuberger Berman Advisers Management Trust, OCC Accumulation
Trust, and Putnam Variable Trust are not affiliated with ReliaStar New York.

ReliaStar New York may disclose Cumulative Total Returns in conjunction
with the standard formats described above. The Cumulative Total Returns will be
calculated using the following formula:

<TABLE>
<C> <C> <S>
CTR = ERV/P - 1
Where:
CTR = the Cumulative Total Return net of Sub-Account recurring
charges for the period.
ERV = the ending redeemable value of the hypothetical investment
at the end of the period.
P = a hypothetical single payment of $1,000.
</TABLE>

EFFECT OF THE ANNUAL CONTRACT CHARGE ON PERFORMANCE DATA. The Contract
provides for a $30 Annual Contract Charge to be deducted annually at the end of
each Contract Year, from the Sub-Accounts and the Fixed Account based on the
proportion that the value of each such account bears to the total Contract
Value. For purposes of reflecting the Annual Contract Charge in yield and total
return quotations, the annual charge is converted into an annual charge per
$1,000 invested based on the Annual Contract Charges collected from the average
total assets of the Variable Account and Fixed Account during the calendar year
ending December 31, 1999.

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

Lipper's rankings include variable life insurance issuers as well as
variable annuity issuers. VARDS rankings compare only variable annuity issuers.
The performance analyses prepared by Lipper and VARDS each rank such issuers on
the

SAI-14
<PAGE> 57

basis of total return, assuming reinvestment of distributions, but do not take
sales charges, redemption fees or certain expense deductions at the separate
account level into consideration. In addition, VARDS prepares risk adjusted
rankings, which consider the effects of market risk on total return performance.
This type of ranking provides data as to which funds provide the highest total
return within various categories of funds defined by the degree of risk inherent
in their investment objectives.

FINANCIAL STATEMENTS

The Variable Account had no assets as of December 31, 1999, and therefore
no financial statements are included.

ReliaStar New York's statements of financial condition as of December 31,
1999 and 1998, and the related statements of income, shareholder's equity and
comprehensive income, and cash flows for the years ended December 31, 1999 and
1998 which are included in this Statement of Additional Information, should be
considered only as bearing on ReliaStar New York's ability to meet its
obligations under the Contracts. They should not be considered as bearing on the
investment performance of the assets held in the Variable Account.

SAI-15
<PAGE> 58

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

(A WHOLLY-OWNED SUBSIDIARY OF

SECURITY-CONNECTICUT LIFE INSURANCE COMPANY)

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

AND

INDEPENDENT AUDITORS' REPORT

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE(S)
-------
<S> <C>
INDEPENDENT AUDITORS' REPORT................................ F-2
FINANCIAL STATEMENTS:
Balance Sheets............................................ F-3
Statements of Income...................................... F-4
Statements of Shareholder's Equity and Comprehensive
Income................................................. F-5
Statements of Cash Flows.................................. F-6
Notes to Financial Statements............................. F-7
</TABLE>

F-1
<PAGE> 59

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholder

ReliaStar Life Insurance Company of New York

(A Wholly Owned Subsidiary of Security-Connecticut Life Insurance Company)

Woodbury, New York

We have audited the accompanying balance sheets of ReliaStar Life Insurance
Company of New York (the Company) as of December 31, 1999 and 1998, and the
related statements of income, shareholder's equity and comprehensive income, and
cash flows for each of the two years in the period ended December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ReliaStar Life Insurance
Company of New York as of December 31, 1999 and 1998 and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

February 1, 2000

F-2
<PAGE> 60

BALANCE SHEETS

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

(A WHOLLY OWNED SUBSIDIARY OF SECURITY-CONNECTICUT LIFE INSURANCE COMPANY)

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>

ASSETS
Fixed Maturity Securities (Amortized Cost: 1999, $1,489.6;
1998, $1,503.9) $1,473.0 $1,585.6
Equity Securities (Cost: 1999, $5.3; 1998, $5.5) 5.5 5.7
Mortgage Loans on Real Estate 318.2 288.9
Real Estate .6 2.8
Policy Loans 83.8 81.6
Other Invested Assets 5.3 8.0
Short-Term Investments 14.4 35.9
- ----------------------------------------------------------------------------------
TOTAL INVESTMENTS 1,900.8 2,008.5
Cash .9 --
Accounts and Notes Receivable 10.1 7.8
Reinsurance Receivable 50.1 43.2
Deferred Policy Acquisition Costs 141.7 134.4
Present Value of Future Profits 79.4 68.2
Property and Equipment, Net 1.1 1.7
Accrued Investment Income 26.7 26.4
Goodwill 33.7 34.6
Other Assets -- 5.3
Assets Held in Separate Accounts 687.5 529.3
- ----------------------------------------------------------------------------------
TOTAL ASSETS $2,932.0 $2,859.4
- ----------------------------------------------------------------------------------
LIABILITIES
Future Policy and Contract Benefits $1,672.8 $1,736.3
Pending Policy Claims 26.4 27.7
Other Policyholder Funds 36.0 17.6
Income Taxes 10.8 33.4
Other Liabilities 59.4 56.3
Liabilities Related to Separate Accounts 685.0 526.8
- ----------------------------------------------------------------------------------
TOTAL LIABILITIES 2,490.4 2,398.1
- ----------------------------------------------------------------------------------
SHAREHOLDER'S EQUITY
Common Stock (Shares Issued: 1.4) 2.8 2.8
Additional Paid-In Capital 235.2 235.2
Retained Earnings 213.0 181.2
Accumulated Other Comprehensive Income (Loss) (9.4) 42.1
- ----------------------------------------------------------------------------------
TOTAL SHAREHOLDER'S EQUITY 441.6 461.3
- ----------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $2,932.0 $2,859.4
- ----------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-3
<PAGE> 61

STATEMENTS OF INCOME

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

(A WHOLLY OWNED SUBSIDIARY OF SECURITY-CONNECTICUT LIFE INSURANCE COMPANY)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
REVENUES
Premiums $ 42.8 $ 41.7
Net Investment Income 149.7 157.0
Realized Investment Gains (Losses), Net (.3) 4.9
Policy and Contract Charges 100.7 95.5
Other Income 3.8 3.5
- ------------------------------------------------------------------------------
TOTAL 296.7 302.6
- ------------------------------------------------------------------------------
BENEFITS AND EXPENSES
Benefits to Policyholders 156.2 166.9
Sales and Operating Expenses 47.7 54.5
Amortization of Deferred Policy Acquisition Costs and
Present Value
of Future Profits 30.1 37.7
Dividends and Experience Refunds to Policyholders .9 2.4
- ------------------------------------------------------------------------------
TOTAL 234.9 261.5
- ------------------------------------------------------------------------------
Income Before Income Taxes 61.8 41.1
Income Tax Expense 22.0 14.7
- ------------------------------------------------------------------------------
NET INCOME $ 39.8 $ 26.4
- ------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-4
<PAGE> 62

STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

(A WHOLLY OWNED SUBSIDIARY OF SECURITY-CONNECTICUT LIFE INSURANCE COMPANY)

<TABLE>
<CAPTION>
COMPREHENSIVE
SHAREHOLDER'S EQUITY INCOME
-------------------- ---------------
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK
Beginning and End of Year $ 2.8 $ 2.8
- -------------------------------------------------------------------------------
ADDITIONAL PAID-IN CAPITAL
Beginning and End of Year 235.2 235.2
- -------------------------------------------------------------------------------
RETAINED EARNINGS
Beginning of Year 181.2 154.8
Net Income 39.8 26.4 $ 39.8 $26.4
Dividends to Shareholder (8.0) --
- -------------------------------------------------------------------------------
End of Year 213.0 181.2
- -------------------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Beginning of Year 42.1 40.1
Change for the Year (51.5) 2.0 (51.5) 2.0
- -------------------------------------------------------------------------------
End of Year (9.4) 42.1
- --------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS) $(11.7) $28.4
- --------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDER'S EQUITY $441.6 $461.3
- --------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-5
<PAGE> 63

STATEMENTS OF CASH FLOWS

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

(A WHOLLY OWNED SUBSIDIARY OF SECURITY-CONNECTICUT LIFE INSURANCE COMPANY)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 39.8 $ 26.4
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities
Interest Credited to Insurance Contracts 70.0 74.1
Future Policy Benefits (117.8) (115.7)
Capitalization of Policy Acquisition Costs (29.2) (29.0)
Amortization of Deferred Policy Acquisition Costs and
Present Value of Future Profits 30.1 37.7
Deferred Income Taxes 3.4 (2.3)
Net Change in Receivables and Payables 12.2 25.6
Other Assets 8.5 (1.1)
Realized Investment (Gains) Losses, Net .3 (4.9)
Other (2.4) (5.3)
- --------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 14.9 5.5
- --------------------------------------------------------------------------------

INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities 137.8 71.9
Proceeds from Maturities or Repayment of Fixed Maturity
Securities 188.7 173.0
Cost of Fixed Maturity Securities Acquired (311.0) (182.5)
Sales (Purchases) of Equity Securities, Net -- (3.0)
Proceeds of Mortgage Loans Sold, Matured or Repaid 43.2 64.3
Cost of Mortgage Loans Acquired (72.6) (62.8)
Sales (Purchases) of Real Estate, Net 2.8 (1.4)
Policy Loans Issued, Net (2.2) (.9)
Sales of Other Invested Assets, Net 2.7 2.4
Sales (Purchases) of Short-Term Investments, Net 21.5 (30.7)
- --------------------------------------------------------------------------------
Net Cash Provided by Investing Activities 10.9 30.3
- --------------------------------------------------------------------------------
FINANCING ACTIVITIES
Deposits to Insurance Contracts 146.9 144.0
Maturities and Withdrawals from Insurance Contracts (163.8) (182.3)
Dividends to Shareholder (8.0) --
- --------------------------------------------------------------------------------
Net Cash Used in Financing Activities (24.9) (38.3)
- --------------------------------------------------------------------------------
Increase (Decrease) in Cash .9 (2.5)
Cash at Beginning of Year -- 2.5
- --------------------------------------------------------------------------------
Cash at End of Year $ .9 $ --
- --------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-6
<PAGE> 64

NOTES TO FINANCIAL STATEMENTS

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

(A WHOLLY OWNED SUBSIDIARY OF SECURITY-CONNECTICUT LIFE INSURANCE COMPANY)

NOTE 1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

ReliaStar Life Insurance Company of New York (the Company) is principally
engaged in the business of providing life insurance and related financial
services products. The Company provides and distributes individual life
insurance and annuities; employee benefit products and services; retirement
plans and life and health reinsurance. The Company operates primarily in the
United States and is authorized to conduct business in all 50 states.

BASIS OF PRESENTATION

The Company is a wholly-owned subsidiary of Security-Connecticut Life Insurance
Company (Security-Connecticut) which is a wholly-owned subsidiary of ReliaStar
Life Insurance Company (ReliaStar Life) whose parent is ReliaStar Financial
Corp. (ReliaStar). Effective January 1, 1998, Lincoln Security Life Insurance
Company (Lincoln Security), an affiliate, merged with and into the Company
pursuant to a statutory merger.

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, the 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.

During 1998, the Company updated certain assumptions affecting deferred policy
acquisition costs and present value of future profits for interest sensitive
products. The change in assumptions reduced the deferred policy acquisition
costs and present value of future profit balances by approximately $3 million in
1998.

During 1998, ReliaStar approved a plan to consolidate its five individual life
insurance and annuity service center operations into one new center. This
consolidation is expected to be substantially complete by the end of the year
2000 and affects approximately 60 positions at the Company's current service
center operation. Estimated costs of $4.3 million (pre-tax) were recorded by the
Company primarily for employee-related termination and non-cancelable lease
contracts costs associated with vacated facilities. The remaining liability as
of December 31, 1999, was $4.1 million and reflects payments of $.2 million made
during 1999.

INVESTMENTS

Fixed maturity securities (bonds and redeemable preferred stocks) are classified
as available-for-sale and are carried at fair value.

Equity securities (common stocks and nonredeemable preferred stocks) are carried
at fair value.

Mortgage loans on real estate are carried at amortized cost less an impairment
allowance for estimated uncollectible amounts.

Real estate acquired through foreclosure is carried at the lower of fair value
less estimated costs to sell or cost.

Short-term investments are carried at amortized cost, which approximates fair
value.

Unrealized investment gains and losses on equity securities and fixed maturity
securities, net of related deferred policy acquisition costs (DAC), present
value of future profits (PVFP) and tax effects, are accounted for as a direct
increase or decrease to the accumulated other comprehensive income (loss)
component of shareholder's equity.

Realized investment gains and losses enter into the determination of net income.
Realized investment gains and losses on sales of securities are determined on
the specific identification method. Write-offs of investments

F-7
<PAGE> 65

that decline in value below cost on other than a temporary basis and the change
in the allowance for mortgage loans and wholly owned real estate are included
with realized investment gains and losses in the Statements of Income.

The Company records write-offs or allowances for its investments based upon an
evaluation of specific problem investments. The Company periodically reviews all
invested assets (including marketable bonds, private placements, mortgage loans
and real estate investments) to identify investments where the Company has
credit concerns. Investments with credit concerns include those the Company has
identified as problem investments, which are issues delinquent in a required
payment of principal or interest, issues in bankruptcy or foreclosure and
restructured or foreclosed assets. The Company also identifies investments as
potential problem investments, which are investments where the Company has
serious doubts as to the ability of the borrowers to comply with the present
loan repayment terms.

INTEREST RATE SWAP AGREEMENTS

Interest rate swap agreements are used as hedges for asset/liability management
of adjustable rate and short-term invested assets. The Company does not enter
into any interest rate swap agreements for trading purposes. The interest rate
swap transactions involve the exchange of fixed and floating rate interest
payments without the exchange of underlying principal amounts and do not contain
other optional provisions. The Company utilizes the settlement method of
accounting for its interest rate swap agreements whereby the difference between
amounts paid and amounts received or accrued on interest rate swap agreements is
reflected in net investment income.

The characteristics (notional amount, maturity and payment dates) of the
interest rate swap agreements are similar to the characteristics of the
designated hedged assets. Interest rate swaps are carried at fair value, and
changes in fair value are recorded as a direct increase or decrease in the
accumulated other comprehensive income component of shareholder's equity. In the
event an interest rate swap agreement would cease to qualify for hedge
accounting, changes in fair value of the affected swap would be recorded as
income or expense. There were no terminations of interest rate swap agreements
during 1999 and 1998.

POLICY ACQUISITION COSTS

Those costs of acquiring new business, which vary with and are primarily related
to the production of new business, have been deferred to the extent that such
costs are deemed recoverable. Such costs include commissions, certain costs of
policy issuance and underwriting and certain variable agency expenses.

Costs deferred related to traditional life insurance products are amortized over
the premium paying period of the related policies, in proportion to the ratio of
annual premium revenues to total anticipated premium revenues. Such anticipated
premium revenues are estimated using the same assumptions used for computing
liabilities for future policy benefits.

Costs deferred related to universal life-type policies and investment contracts
are amortized over the lives of the policies, in relation to the present value
of estimated gross profits from mortality, investment, surrender and expense
margins.

PRESENT VALUE OF FUTURE PROFITS

The present value of future profits reflects the estimated fair value of
acquired insurance business in force and represents the portion of the
acquisition cost that was allocated to the value of future cash flows from
insurance contracts existing at the date of acquisition. Such value is the
present value of the actuarially determined projected net cash flows from the
acquired insurance contracts. PVFP is amortized over the lives of the acquired
insurance business in force in a manner consistent with amortization of policy
acquisition costs.

F-8
<PAGE> 66

An analysis of the PVFP asset account is presented below:

<TABLE>
<CAPTION>
(IN MILLIONS) 1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
Balance, Beginning of Year $68.2 $79.1
Acquisition -- .8
Imputed Interest 5.3 5.9
Amortization (12.3) (21.3)
Impact of Net Unrealized Investment Losses 18.2 3.7
- ----------------------------------------------------------------------------
BALANCE, END OF YEAR $79.4 $68.2
- ----------------------------------------------------------------------------
</TABLE>

Based on current conditions and assumptions as to future events on acquired
policies in force, the Company expects that the net amortization of the December
31, 1999 PVFP balance will be between 7% and 11% in each of the years 2000
through 2004. The interest rates used to determine the amount of imputed
interest on the unamortized PVFP balance ranged from 5% to 8%.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost, net of accumulated depreciation of
$3.4 million and $2.9 million at December 31, 1999 and 1998, respectively. The
Company provides for depreciation of property and equipment using straight-line
and accelerated methods over the estimated useful lives of the assets.
Depreciation expense for the years ending December 31, 1999 and 1998, totaled
$.5 million and $.8 million, respectively.

GOODWILL

Goodwill is the excess of the amount paid to acquire a company over the fair
value of the net assets acquired and is amortized on a straight-line basis over
40 years. The carrying value of goodwill is monitored for indicators of
impairment of value. No events or circumstances were identified which warrant
consideration of impairment or a revised estimate of useful lives.

SEPARATE ACCOUNTS

The Company operates separate accounts. The assets and liabilities of the
separate accounts are primarily related to variable annuity, variable life and
401(k) contracts and represent policyholder-directed funds that are separately
administered. The assets (primarily investments) and liabilities (primarily to
contractholders) of each account are clearly identifiable and distinguishable
from other assets and liabilities of the Company. Assets are carried at fair
value. Revenues from these separate account contracts consist primarily of
charges for mortality risk and expenses, cost of insurance, contract
administration and surrender charges. Revenue for these products is recognized
when due.

FUTURE POLICY AND CONTRACT BENEFITS

Liabilities for future policy benefits for traditional life contracts are
calculated using the net level premium method and assumptions as to investment
yields, mortality, withdrawals and dividends. The assumptions are based on
projections of past experience and include provisions for possible unfavorable
deviation. These assumptions are made at the time the contract is issued or, for
purchased contracts, at the date of acquisition.

Liabilities for future policy and contract benefits on universal life-type and
investment contracts are based on the policy account balance.

The liabilities for future policy and contract benefits for group disabled life
reserves and long-term disability reserves are based upon interest rate
assumptions and morbidity and termination rates from published tables, modified
for Company experience.

INCOME TAXES

The provision for income taxes includes amounts currently payable and deferred
income taxes resulting from the cumulative temporary differences in the assets
and liabilities determined on a tax return and financial statement basis.

F-9
<PAGE> 67

The Company files a consolidated tax return with certain of its affiliates. The
method by which the total consolidated federal income tax for each entity is
allocated to each of the companies is subject to a written agreement approved by
the Company's Board of Directors. Allocation is based upon a separate return
calculation such that each company in the consolidated return pays the same tax
or receives the same refunds it would have paid or received had it consistently
filed separate federal income tax returns. Intercompany tax balances are settled
within a reasonable time after filing of the consolidated federal income tax
returns with the Internal Revenue Service.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS

Recognition of Traditional Life, Group and Annuity Premium Revenue and Benefits
to Policyholders -- Traditional life insurance products include those products
with fixed and guaranteed premiums and benefits and consist principally of term
and whole life insurance policies and certain annuities with life contingencies
(immediate annuities). Life insurance premiums and immediate annuity premiums
are recognized as premium revenue when due. Group insurance premiums are
recognized as premium revenue over the time period to which the premiums relate.
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 liabilities for future policy
benefits and the amortization of DAC and PVFP.

Recognition of Universal Life-Type Contract Revenue and Benefits to
Policyholders -- Universal life-type policies are insurance contracts with terms
that are not fixed and guaranteed. The terms that may be changed could include
one or more of the amounts assessed the policyholder, premiums paid by the
policyholder or interest accrued to policyholder balances. Amounts received as
deposits to such contracts are not reported as premium revenues.

Revenues for universal life-type policies consist of charges assessed against
policy account values for deferred policy loading and the cost of insurance and
policy administration. Policy benefits and claims that are charged to expense
include interest credited to contracts and benefit claims incurred in the period
in excess of related policy account balances.

Recognition of Investment Contract Revenue and Benefits to
Policyholders -- Contracts that do not subject the Company to risks arising from
policyholder mortality or morbidity are referred to as investment contracts.
Retirement plan contracts and certain deferred annuities are considered
investment contracts. Amounts received as deposits for such contracts are not
reported as premium revenues.

Revenues for investment products consist of investment income and charges
assessed against contract account values for policy administration. Contract
benefits that are charged to expense include benefit claims incurred in the
period in excess of related contract balances, and interest credited to contract
balances.

CHANGES IN ACCOUNTING PRINCIPLES

Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities.

Effective for transactions occurring on or after January 1, 1998, the Company
adopted those provisions of Statement of Financial Accounting Standards (SFAS)
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," which were deferred by SFAS No. 127, "Deferral
of the Effective Date of Certain Provisions of FASB Statement No. 125." SFAS No.
125 requires a company to recognize the financial and servicing assets it
controls and the liabilities it has incurred and to derecognize financial assets
when control has been surrendered in accordance with the criteria provided in
SFAS No. 125. The adoption of this standard had no effect on the financial
results of the Company.

Reporting Comprehensive Income

Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for the reporting and
display of comprehensive income and its components in a company's full set of
financial statements. Comprehensive income encompasses all changes in
shareholder's equity from transactions and other events and circumstances from
nonowner sources. Adoption of this standard had no effect on the financial
results of the Company.

F-10
<PAGE> 68

Employers' Disclosures about Pensions and Other Postretirement Benefits

Effective December 31, 1998, the Company adopted SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." SFAS No. 132
requires new disclosures relating to a company's pension and other
postretirement benefit plans. Adoption of this standard had no effect on the
financial results of the Company.

Accounting for the Cost of Computer Software Developed or Obtained for Internal
Use

Effective January 1, 1998, the Company adopted Statement of Position (SOP) No.
98-1, "Accounting for the Cost of Computer Software Developed or Obtained for
Internal Use." SOP No. 98-1 provides guidance on accounting for costs associated
with computer software developed or obtained for internal use. Adoption of this
standard did not have a significant effect on the financial results of the
Company

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to current year
presentation.

NOTE 2. INVESTMENTS

FIXED MATURITY SECURITIES

The amortized cost and fair value of investments in fixed maturity securities by
type of investment were as follows:

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED ----------------- FAIR
DECEMBER 31, 1999 (IN MILLIONS) COST GAINS (LOSSES) VALUE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
United States Government and Government Agencies
and Authorities $ 13.1 $ .4 -- $ 13.5
States, Municipalities and Political Subdivisions 1.9 .1 $ (.5) 1.5
Foreign Governments 8.3 .1 (.1) 8.3
Public Utilities 97.9 2.7 (1.0) 99.6
Corporate Securities 984.8 12.6 (23.7) 973.7
Mortgage-Backed/Structured Finance 382.4 4.2 (11.0) 375.6
Redeemable Preferred Stock 1.2 -- (.4) .8
- -------------------------------------------------------------------------------------------------
TOTAL $1,489.6 $20.1 $(36.7) $1,473.0
- -------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED ----------------- FAIR
DECEMBER 31, 1998 (IN MILLIONS) COST GAINS (LOSSES) VALUE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
United States Government and Government Agencies
and Authorities $ 24.4 $ 2.2 -- $ 26.6
States, Municipalities and Political Subdivisions 7.4 .3 -- 7.7
Foreign Governments 17.1 1.9 -- 19.0
Public Utilities 105.7 11.0 -- 116.7
Corporate Securities 1,016.4 59.7 $ (7.0) 1,069.1
Mortgage-Backed/Structured Finance 331.7 14.5 (.7) 345.5
Redeemable Preferred Stock 1.2 -- (.2) 1.0
- -------------------------------------------------------------------------------------------------
TOTAL $1,503.9 $89.6 $ (7.9) $1,585.6
- -------------------------------------------------------------------------------------------------
</TABLE>

F-11
<PAGE> 69

The amortized cost and fair value of fixed maturity securities 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.

<TABLE>
<CAPTION>
AMORTIZED FAIR
DECEMBER 31, 1999 (IN MILLIONS) COST VALUE
- -----------------------------------------------------------------------------------
<S> <C> <C>
Maturing in:
One Year or Less $ 58.5 $ 58.2
One to Five Years 537.1 539.4
Five to Ten Years 376.5 369.1
Ten Years or Later 135.1 130.6
Mortgage-Backed/Structured Finance 382.4 375.7
- -----------------------------------------------------------------------------------
TOTAL $1,489.6 $1,473.0
- -----------------------------------------------------------------------------------
</TABLE>

The fair values for the actively traded marketable bonds are determined based
upon the quoted market prices. The fair values for marketable bonds without an
active market are obtained through several commercial pricing services which
provide the estimated fair values. Fair values of privately placed bonds which
are not considered problems are determined using a matrix-based pricing model.
The model considers the current level of risk-free interest rates, current
corporate spreads, the credit quality of the issuer and cash flow
characteristics of the security. Using this data, the model generates estimated
market values which the Company considers reflective of the fair value of each
privately placed bond. Fair values for privately placed bonds which are
considered problems are determined through consideration of factors such as the
net worth of the borrower, the value of collateral, the capital structure of the
borrower, the presence of guarantees and the Company's evaluation of the
borrower's ability to compete in their relevant market.

At December 31, 1999, the largest industry concentration in the private
placement portfolio was mortgage-backed/structured finance, where 22.2% of the
portfolio was invested, and the largest industry concentration in the marketable
bond portfolio was mortgage-backed/structured finance where 26.8% of the
portfolio was invested.

EQUITY SECURITIES

The cost and fair value of investments in equity securities were as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Cost $ 5.3 $ 5.5
Gross Unrealized Gains .3 .4
Gross Unrealized Losses (.1) (.2)
- ------------------------------------------------------------------------------
FAIR VALUE $ 5.5 $ 5.7
- ------------------------------------------------------------------------------
</TABLE>

F-12
<PAGE> 70

MORTGAGE LOANS ON REAL ESTATE

Investments in mortgage loans on real estate were as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Mortgage Loans, Non-Impaired $316.8 $288.1
Mortgage Loans, Impaired 2.6 2.0
- ------------------------------------------------------------------------------
319.4 290.1
- ------------------------------------------------------------------------------
Allowance for Credit Losses, Beginning of Year (1.2) (1.2)
Increases -- --
Decreases -- --
- ------------------------------------------------------------------------------
Allowances for Credit Losses, End of Year (1.2) (1.2)
- ------------------------------------------------------------------------------
TOTAL $318.2 $288.9
- ------------------------------------------------------------------------------
Average Investment in Impaired Mortgage Loans on Real Estate $ 1.3 $ 1.0
- ------------------------------------------------------------------------------
</TABLE>

The Company does not accrue interest income on impaired mortgage loans when the
likelihood of collection is doubtful, rather income is recognized for these
loans as payments are received. Interest income recognized on impaired mortgage
loans during the years ended December 31, 1999 and 1998, was $.2 million and $.2
million, respectively.

At December 31, 1999, the largest geographic concentration of commercial
mortgage loans was in the Midwest region of the United States, where
approximately 36.1% of the commercial mortgage loan portfolio was invested.

INVESTMENT INCOME

Investment income summarized by type of investment was as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Fixed Maturity Securities $119.4 $126.7
Equity Securities .3 .1
Mortgage Loans on Real Estate 24.9 23.7
Real Estate .4 .3
Policy Loans 5.7 6.1
Other Invested Assets -- .9
Short-Term Investments 1.9 2.1
- ------------------------------------------------------------------------------
Gross Investment Income 152.6 159.9
Investment Expenses (2.9) (2.9)
- ------------------------------------------------------------------------------
NET INVESTMENT INCOME $149.7 $157.0
- ------------------------------------------------------------------------------
</TABLE>

F-13
<PAGE> 71

REALIZED INVESTMENT GAINS AND LOSSES

Net pretax realized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Net Gains (Losses) on Sales
Fixed Maturity Securities
Gross Gains $ 3.5 $ 3.9
Gross Losses (1.4) (1.1)
Other 2.8 2.7
- ------------------------------------------------------------------------------
4.9 5.5
- ------------------------------------------------------------------------------
Provisions for Losses
Fixed Maturity Securities (3.5) (.4)
Real Estate (1.7) (.2)
- ------------------------------------------------------------------------------
(5.2) (.6)
- ------------------------------------------------------------------------------
PRETAX REALIZED INVESTMENT GAINS (LOSSES) $ (.3) $ 4.9
- ------------------------------------------------------------------------------
</TABLE>

OTHER INVESTMENT INFORMATION

Invested assets which were nonincome producing (no income received for the 12
months preceding the balance sheet date) were as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Fixed Maturity Securities $ .7 $ .1
Mortgage Loans on Real Estate -- .1
Real Estate 1.6 .7
- ------------------------------------------------------------------------------
TOTAL $ 2.3 $ .9
- ------------------------------------------------------------------------------
</TABLE>

Allowances for losses on investments are reflected on the Balance Sheets as a
reduction of the related assets and were as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Mortgage Loans $ 1.2 $ 1.2
Real Estate .5 1.1
- ------------------------------------------------------------------------------
</TABLE>

The components of net unrealized investment gains (losses) included in the
accumulated other comprehensive income (loss) component of shareholder's equity
are shown below:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Unrealized Investment Gains (Losses) $(14.8) $ 84.5
DAC/PVFP Adjustment .4 (19.7)
Deferred Income Taxes 5.0 (22.7)
- ------------------------------------------------------------------------------
TOTAL $ (9.4) $ 42.1
- ------------------------------------------------------------------------------
</TABLE>

F-14
<PAGE> 72

The change in net unrealized investment gains and losses included in the change
in accumulated other comprehensive income (loss) consisted of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Unrealized Investment Gains (Losses) Arising During The
Period(1) $(63.3) $ (.6)
Reclassification Adjustments(2) (1.3) (1.9)
Change in DAC/PVFP Adjustment(3) 13.1 4.5
- ------------------------------------------------------------------------------
TOTAL $(51.5) $ 2.0
- ------------------------------------------------------------------------------
</TABLE>

(1) Net of income taxes totaling $(34.0) million and $(.4) million for 1999 and
1998, respectively.

(2) Net of income taxes totaling $(.7) million and $(1.0) million for 1999 and
1998, respectively.

(3) Net of income taxes totaling $7.0 million and $2.5 million for 1999 and
1998, respectively.

NOTE 3. INCOME TAXES

The income tax liability reported on the Balance Sheets consisted of the
following:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Current Income Taxes $ 5.6 $ 3.9
Deferred Income Taxes 5.2 29.5
- ------------------------------------------------------------------------------
TOTAL $ 10.8 $ 33.4
- ------------------------------------------------------------------------------
</TABLE>

Deferred income taxes reflect the impact for financial statement reporting
purposes of "temporary differences" between the financial statement carrying
amounts and tax bases of assets and liabilities. The "temporary differences"
that give rise to the net deferred tax liability relate to the following:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Future Policy and Contract Benefits $(33.3) $(43.8)
Net Unrealized Investment Losses (5.0) --
Investment Write-Offs and Allowances (8.2) (.9)
Other (4.3) (6.0)
- ------------------------------------------------------------------------------
Gross Deferred Tax Asset (50.8) (50.7)
- ------------------------------------------------------------------------------
Deferred Policy Acquisition Costs 26.2 24.0
Present Value of Future Profits 27.8 30.2
Net Unrealized Investment Gains -- 16.2
Other 2.0 9.8
- ------------------------------------------------------------------------------
Gross Deferred Tax Liability 56.0 80.2
- ------------------------------------------------------------------------------
NET DEFERRED TAX LIABILITY $ 5.2 $ 29.5
- ------------------------------------------------------------------------------
</TABLE>

The provision for income taxes reported on the Statements of Income consisted of
the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Currently Payable $ 18.6 $ 17.0
Deferred 3.4 (2.3)
- ------------------------------------------------------------------------------
TOTAL $ 22.0 $ 14.7
- ------------------------------------------------------------------------------
</TABLE>

F-15
<PAGE> 73

The difference between the U.S. federal income tax rate and the consolidated tax
provision rate is summarized as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Statutory Tax Rate 35.0% 35.0%
Other .6 .8
- ------------------------------------------------------------------------------
EFFECTIVE TAX RATE 35.6% 35.8%
- ------------------------------------------------------------------------------
</TABLE>

Federal income tax regulations allowed certain special deductions for 1983 and
prior years which are accumulated in a memorandum tax account designated as
"policyholders' surplus." Generally, this policyholders' surplus account will
become subject to tax at the then current rates only if the accumulated balance
exceeds certain maximum limitations or if certain cash distributions are deemed
to be paid out of the account. At December 31, 1999, the Company had accumulated
approximately $11.3 million in its separate policyholders' surplus accounts.
Deferred taxes have not been provided on this temporary difference.

The Internal Revenue Service has completed its review of the Company's tax
return for all years through 1995.

Cash paid for federal income taxes was $16.9 million and $12.8 million for the
years ended December 31, 1999 and 1998, respectively.

NOTE 4. EMPLOYEE BENEFIT PLANS

SUCCESS SHARING PLAN AND ESOP

The Success Sharing Plan and ESOP (Success Sharing Plan) was designed to
increase employee ownership and reward employees when certain ReliaStar
performance objectives are met. Essentially all employees are eligible to
participate in the Success Sharing Plan. The Success Sharing Plan has both
qualified and nonqualified components.

The nonqualified component is equal to 25% of the annual award and is paid in
cash to employees. The qualified component is equal to 75% of the annual award
which is contributed to the ESOP portion of the Success Sharing Plan.

In addition, the Success Sharing Plan has a 401(k) feature whereby participants
may elect to contribute a percentage of their eligible earnings to the plan.
Beginning in 1999, the Company matched participants' 401(k) contributions up to
6% of eligible earnings.

Costs charged to expense for the Success Sharing Plan were $.5 million and $.5
million for the years ended December 31, 1999 and 1998, respectively.

PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company participates in funded and unfunded noncontributory defined benefit
retirement plans, sponsored by ReliaStar Life, which provide benefits to all
employees upon retirement. Effective December 31, 1998, the qualified defined
benefit retirement plan was amended to suspend the accrual of additional
benefits for future services. Eligible employees retain all of their accrued
benefits as of December 31, 1998, which will be paid monthly at retirement
according to the provisions of the plan. Employees meeting certain age and
service requirements will receive certain transition benefits until retirement.
A curtailment gain was recorded in 1998 to reflect the impact of this plan
amendment and the impact of employee reductions resulting from the transfer of
certain accident and health administrative operations to a third party.

The Company provides certain health care and life insurance benefits to retired
employees and their eligible dependents through plans sponsored by ReliaStar
Life. The postretirement health care plan is contributory, with retiree
contribution levels adjusted annually; the life insurance plan provides a flat
amount of noncontributory coverage and optional contributory coverage.

The net periodic pension benefit allocated to the Company for all plans was $.3
million and $.3 million for the years ended December 31, 1999 and 1998,
respectively.

F-16
<PAGE> 74

STOCK INCENTIVE PLAN

Officers and key employees of the Company participate in the stock incentive
plans of ReliaStar. ReliaStar applies Accounting Principles Board Opinion No. 25
and related interpretations in accounting for its plans. Accordingly, the
Company has recorded no compensation expense for its stock-based compensation
plans other than for restricted stock and performance-based awards.

NOTE 5. UNPAID ACCIDENT AND HEALTH CLAIMS

The change in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:

<TABLE>
<CAPTION>
(IN MILLIONS) 1999 1998
- ----------------------------------------------------------------------------
<S> <C> <C>
Balance at January 1 $13.6 $ 9.3
Less Reinsurance Recoverables 9.1 3.1
- ----------------------------------------------------------------------------
Net Balance at January 1 4.5 6.2
Incurred Related to:
Current Year .5 .9
Prior Years .7 .8
- ----------------------------------------------------------------------------
Total Incurred 1.2 1.7
Paid Related to:
Current Year .3 .4
Prior Years .5 3.0
- ----------------------------------------------------------------------------
Total Paid .8 3.4
Net Balance at December 31 4.9 4.5
Plus Reinsurance Recoverables 10.9 9.1
- ----------------------------------------------------------------------------
BALANCE AT DECEMBER 31 $15.8 $13.6
- ----------------------------------------------------------------------------
</TABLE>

The liability for unpaid accident and health claims and claim adjustment
expenses is included in Future Policy and Contract Benefits on the Balance
Sheets.

NOTE 6. SHAREHOLDER'S EQUITY

SHARE DATA

The authorized capital stock of the Company consists of 1,377,863 common shares
with a par value of $2.00 per share, all of which are issued and outstanding.

DIVIDEND RESTRICTIONS

The Company's ability to pay cash dividends to its parent is restricted by law
or subject to approval of the insurance regulatory authorities of the State of
New York. These authorities recognize only statutory accounting practices for
determining the ability of an insurer to pay dividends to its shareholders.

Under New York insurance law regulating the payment of dividends by the Company,
any such payment must be paid solely from the earned surplus of the Company and
advance notice thereof must be provided to the Superintendent of the New York
Department of Insurance (the Superintendent). Earned surplus means the earned
surplus as determined in accordance with statutory accounting practices
(unassigned funds), less the amount of such earned surplus which is attributable
to unrealized capital gains. Further, without approval of the Superintendent,
the Company may not pay in any calendar year any dividend which, when combined
with other dividends paid within the preceding 12 months, exceeds the lesser of
(i) 10% of the Company's statutory surplus at the prior year end or (ii) 100% of
the Company's statutory net investment income for the prior calendar year.

F-17
<PAGE> 75

STATUTORY SURPLUS AND NET INCOME

Net income of the Company, as determined in accordance with statutory accounting
practices, was $30.9 million and $19.6 million for 1999 and 1998, respectively.
The Company's statutory capital and surplus was $221.8 million and $202.4
million at December 31, 1999 and 1998, respectively.

NOTE 7. REINSURANCE

The Company is a member of reinsurance associations established for the purpose
of ceding the excess of life insurance over retention limits.

Reinsurance contracts do not relieve the Company from its obligations to
policyholders. Failure of reinsurers to honor their obligations could result in
losses to the Company; consequently, allowances are established for amounts
deemed uncollectible. The amount of the allowance for uncollectible reinsurance
receivables was immaterial at December 31, 1999 and 1998. The Company evaluates
the financial condition of its reinsurers and monitors concentrations of credit
risk to minimize its exposure to significant losses from reinsurer insolvencies.

The Company's retention limit is $300,000 per insurable life for individual
coverage. For group coverage and reinsurance assumed, the retention is $300,000
per life with per occurrence limitations, subject to certain maximums.

As of December 31, 1999, approximately 59% of the Company's reinsurance ceded,
based on inforce, was ceded to one reinsurer. As of December 31, 1999, $3.8
billion of life insurance in force was ceded to other companies. The Company had
assumed $2.7 billion of life insurance in force as of December 31, 1999.

The effect of reinsurance on premiums and recoveries was as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 (IN MILLIONS) 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
Direct Premiums $ 71.5 $ 76.7
Reinsurance Assumed 2.4 2.5
Reinsurance Ceded (31.1) (37.5)
- ------------------------------------------------------------------------------
NET PREMIUMS $ 42.8 $ 41.7
- ------------------------------------------------------------------------------
REINSURANCE RECOVERIES $ 18.0 $ 18.6
- ------------------------------------------------------------------------------
</TABLE>

NOTE 8. RELATED PARTY TRANSACTIONS

The Company and its affiliates have entered into agreements whereby affiliates
and the Company provide certain management, administrative, legal, and other
services for each other. The net amounts billed to the Company were $25.3
million and $20.5 million in 1999 and 1998, respectively. The net costs
allocated to the Company under these agreements may not be indicative of costs
the Company might incur if these services were not provided by the Company's
affiliates. During 1999, the Company paid cash dividends of $8.0 million to
Security-Connecticut.

ReliaStar Life and Security-Connecticut reinsure certain life policies written
by the Company. Premiums ceded under these agreements were $14.4 million and
$15.6 million for the years ended December 31, 1999 and 1998, respectively; and
the net amount recoverable by the Company under these agreements were $14.1
million and $10.5 million as of December 31, 1999 and 1998, respectively.

NOTE 9. COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is a defendant in a number of lawsuits arising out of the normal
course of its business. Some of the claims may seek to be granted class action
status and many of the claims seek both compensatory and punitive damages. In
the opinion of management, the ultimate resolution of such litigation will not
have a material adverse impact to the financial position of the Company. It
should be noted, however, that a number

F-18
<PAGE> 76

of financial services companies have been subjected to significant awards in
connection with punitive damages claims and the Company can make no assurances
that it will not be subjected to such an award.

FINANCIAL INSTRUMENTS

The Company is a party to financial instruments with on and off-balance-sheet
risk in the normal course of business to reduce its exposure to fluctuations in
interest rates. These financial instruments include commitments to extend credit
and interest rate swaps. Those instruments involve, to varying degrees, elements
of credit, interest rate or liquidity risk in excess of the amount recognized in
the Balance Sheets.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit is
represented by the contractual amount of those instruments. The Company uses the
same credit policies in making commitments and conditional obligations as it
does for on-balance-sheet instruments. For interest rate swap transactions, the
contract or notional amounts do not represent exposure to credit loss. For
swaps, the Company's exposure to credit loss is limited to those swaps where the
Company has an unrealized gain.

Unless otherwise noted, the Company does not require collateral or other
security to support financial instruments with credit risk.

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS) 1999 1998
- ---------------------------------------------------------------------------
<S> <C> <C>
CONTRACT OR NOTIONAL AMOUNT
Financial Instruments Whose Contract Amounts Represent
Credit Risk
Commitments to Extend Credit $5.9 $16.2
Financial Instruments Whose Notional or Contract Amounts
Exceed the
Amount of Credit Risk
Interest Rate Swap Agreements 50.0 62.0
- ---------------------------------------------------------------------------
</TABLE>

Commitments to Extend Credit -- Commitments to extend credit are legally binding
agreements to lend to a customer. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. They
generally may be terminated by the Company in the event of deterioration in the
financial condition of the borrower. Since some of the commitments are expected
to expire without being drawn upon, the total commitment amounts do not
necessarily represent future liquidity requirements. The Company evaluates each
customer's creditworthiness on a case-by-case basis.

Interest Rate Swap Agreements -- The Company enters into interest rate swap
agreements to manage interest rate exposure. The primary reason for the interest
rate swap agreements is to extend the duration of adjustable rate investments.
Interest rate swap transactions generally involve the exchange of fixed and
floating rate interest payment obligations without the exchange of the
underlying principal amounts. Changes in market interest rates impact income
from adjustable rate investments and have an opposite (and approximately
offsetting) effect on the reported income from the swap portfolio. The risks
under interest rate swap agreements are generally similar to those of futures
contracts. Notional principal amounts are often used to express the volume of
these transactions but do not represent the much smaller amounts potentially
subject to credit risk. The amount subject to credit risk is approximately equal
to the unrealized gain on the agreements. At December 31, 1999, there was no
unrealized gain on the agreements.

LEASES

The Company has operating leases for office space and certain computer
processing and other equipment. Rental expense for these items was $1.8 million
for both 1999 and 1998.

Future minimum aggregate rental commitments at December 31, 1999, for operating
leases were as follows:

<TABLE>
<CAPTION>
(IN MILLIONS)
- ---------------------------------------------------------------------------------------
<S> <C>
2000 - $1.8 2003 - $.7
2001 - $1.8 2004 - $.7
2002 - $1.2 2005 and thereafter - $.7
- ---------------------------------------------------------------------------------------
</TABLE>

F-19
<PAGE> 77

NOTE 10. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosures are made in accordance with the requirements of SFAS
No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS No. 107
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. In that regard, the
derived fair value estimates, in many cases, could not be realized in immediate
settlement of the instrument.

SFAS No. 107 excludes certain financial instruments and all nonfinancial
instruments from its disclosure requirements. Accordingly, the aggregate fair
value amounts presented do not represent the underlying value of the Company.

The fair value estimates presented herein are based on pertinent information
available to Management as of December 31, 1999 and 1998, respectively. Although
Management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since those dates;
therefore, current estimates of fair value may differ significantly from the
amounts presented herein.

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

FIXED MATURITY SECURITIES -- The estimated fair value disclosures for fixed
maturity securities satisfy the fair value disclosure requirements of SFAS No.
107 (see Note 2).

EQUITY SECURITIES -- Fair value equals carrying value as these securities are
carried at quoted market value.

MORTGAGE LOANS ON REAL ESTATE -- The fair values for mortgage loans on real
estate are estimated using discounted cash flow analyses and rates currently
being offered in the marketplace for similar loans to borrowers with similar
credit ratings. Loans with similar characteristics are aggregated for purposes
of the calculations.

CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS -- The carrying amounts for these
assets approximate the assets' fair values.

OTHER FINANCIAL INSTRUMENTS REPORTED AS ASSETS -- The carrying amounts for these
financial instruments (primarily premiums and other accounts receivable and
accrued investment income) approximate those assets' fair values.

INVESTMENT CONTRACT LIABILITIES -- The fair value for deferred annuities was
estimated to be the amount payable on demand at the reporting date, as those
investment contracts have no defined maturity and are similar to a deposit
liability. The amount payable at the reporting date was calculated as the
account balance less applicable surrender charges.

The fair values for supplementary contracts without life contingencies and
immediate annuities were estimated using discounted cash flow analyses. The
discount rate was based upon treasury rates plus a pricing margin.

The carrying amounts reported for other investment contracts, which includes
retirement plan deposits, approximate those liabilities' fair value.

CLAIM AND OTHER DEPOSIT FUNDS -- The carrying amounts for claim and other
deposit funds approximate the liabilities' fair value.

OTHER FINANCIAL INSTRUMENTS REPORTED AS LIABILITIES -- The carrying amounts for
other financial instruments (primarily normal payables of a short-term nature)
approximate those liabilities' fair values.

F-20
<PAGE> 78

The carrying amounts and estimated fair values of the Company's financial
instruments were as follows:

<TABLE>
<CAPTION>
1999 1998
-------------------- --------------------
CARRYING FAIR CARRYING FAIR
DECEMBER 31 (IN MILLIONS) AMOUNT VALUE AMOUNT VALUE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FINANCIAL INSTRUMENTS RECORDED AS ASSETS
Fixed Maturity Securities $1,473.0 $1,473.0 $1,585.6 $1,585.6
Equity Securities 5.5 5.5 5.7 5.7
Mortgage Loans on Real Estate
Commercial 266.8 265.2 247.1 262.8
Residential and Other 51.4 51.2 41.8 42.8
Policy Loans 83.8 83.8 81.6 81.6
Cash and Short-Term Investments 15.3 15.3 35.9 35.9
Other Financial Instruments Recorded as Assets 33.4 33.4 39.1 39.1
FINANCIAL INSTRUMENTS RECORDED AS LIABILITIES
Investment Contracts
Deferred Annuities (654.0) (635.8) (747.2) (729.1)
Supplementary Contracts and Immediate
Annuities (31.4) (31.6) (31.9) (33.1)
Other Investment Contracts (11.8) (11.8) (11.8) (11.8)
Claim and Other Deposit Funds (9.3) (9.3) (7.1) (7.1)
Other Financial Instruments Recorded as
Liabilities (39.1) (39.1) (51.0) (51.0)
- ------------------------------------------------------------------------------------------------
</TABLE>

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's holdings of a particular financial
instrument. Because no market exists for a significant portion of the Company's
financial instruments, fair value estimates are based on judgments regarding
future expected loss experience, current economic conditions, risk
characteristics of various financial instruments and other factors. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial
instruments without attempting to estimate the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. In addition, the tax ramifications related to the
realization of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.

F-21
<PAGE> 79

PART C.

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements:

Part A: None

Part B: ReliaStar Life Insurance Company of New York Variable Annuity
Separate Account II

None

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

Independent Auditors' Report

Balance Sheets December 31, 1999 and 1998

Statements of Income, Years Ended December 31, 1999 and 1998

Statements of Shareholders' Equity and Comprehensive Income, Years Ended
December 31, 1999 and 1998

Statements of Cash Flows, Years Ended December 31, 1999 and 1998

Notes to Financial Statements

(b) Exhibits:

1. Resolution of the Board of Directors of ReliaStar New York Insurance
Company of New York ("Depositor") authorizing the establishment of
ReliaStar Life Insurance Company of New York Variable Annuity Separate
Account II ("Registrant").(6)

2. Not Applicable.

3. (a) Form of General Distributor Agreement between Depositor and
Washington Square Securities, Inc. ("WSSI").(7)

(b) Forms of agreements between Depositor and broker-dealers with
respect to the sale of Contracts.(7)

4. (a) Form of Contract.

(b) Form of Code Section 403(b) Endorsement.

(d) Form of Individual Retirement Annuity Endorsement.

(e) Form of Variable Annuity Endorsement.

(f) Form of Roth Individual Retirement Annuity Endorsement.

5. Form of Contract Application.

6. (a) Amended Articles of Incorporation of Depositor.(3)

(b) Amended Bylaws of Depositor.(3)

7. Not Applicable.

8. (a) Form of Participation Agreement by and among AIM Variable
Insurance Funds, A I M Distributors, Inc., and ReliaStar Life
Insurance Company of New York.(9)

(b) Form of Participation Agreement by and between Depositor and Fred
Alger Management, Inc.(5)

(d) Form of Service Agreement by and between Depositor and Fred Alger
Management, Inc.(5)

(e) Participation Agreement among Depositor and Fidelity's Variable
Insurance Products Fund and Fidelity Distributors Corporation and
Form of Amendment No. 1.(4)

C-1
<PAGE> 80

(f) Form of Amendment Nos. 2 and 3 to Participation Agreement among
Depositor and Fidelity's Variable Insurance Products Fund and
Fidelity Distributors Corporation.(5)

(g) Form of Amendment No. 4 to Participation Agreement among Depositor
and Fidelity's Variable Insurance Products Fund and Fidelity
Distributors Corporation.(1)

(h) Participation Agreement among Depositor and Fidelity's Variable
Insurance Products Fund II and Fidelity Distributors Corporation and
From of Amendment No. 1.(4)

(i) Form of Amendment Nos. 2 and 3 to Participation Agreement among
Depositor and Fidelity's Variable Insurance Products Fund II and
Fidelity Distributors Corporation.(5)

(j) Form of Amendment No. 4 to Participation Agreement among Depositor
and Fidelity's Variable Insurance Products Fund II and Fidelity
Distributors Corporation.(1)

(k) Form of Service Agreement by and between ReliaStar Life Insurance
Company of New York and A I M Advisors, Inc.(10)

(l) Form of Service Contract with Fidelity Distributors Corporation.(2)

(m) Form of Service Agreement with Fidelity Investments Institutional
Operations Company, Inc.(2)

(n) Form of Participation Agreement by and between Depositor and Janus
Aspen Series.(5)

(o) Form of Amendment No. 1 to Participation Agreement by and between
Depositor and Janus Aspen Series.(1)

(p) Form of Service Agreement by and between Depositor and Janus Aspen
Series.(5)

(q) Form of Participation Agreement by and among Depositor, Neuberger
Berman Advisers Management Trust, Advisers Managers Trust and
Neuberger Berman Management Inc.(5)

(r) Form of Amendment No. 1 to Participation Agreement by and among
Depositor, Neuberger Berman Advisers Management Trust, Advisers
Managers Trust and Neuberger Berman Management Inc.(1)

(s) Form of Service Agreement by and between Depositor and Neuberger
Berman Management Inc.(5)

(t) Form of Participation Agreement by and between Depositor and OpCap
Advisors.(5)

(u) Form of Amendment No. 1 to Agreement by and between Depositor and
OpCap Advisors.(1)

(v) Form of Service Agreement by and between Depositor and OpCap
Advisors.(5)

(w) Form of Participation Agreement among Depositor and Putnam Variable
Trust and Putnam Mutual Funds Corp. and Form of Amendment No. 1.(2)

(x) Form of Amendment No. 2 to Participation Agreement among Depositor
and Putnam Variable Trust and Putnam Mutual Funds Corp.(1)

(y) Form of Management Services Agreement by and between Depositor and
ReliaStar Life Insurance Company.(4)

9. Consent and Opinion of James M. Odland as to the legality of the
securities being registered.

10. Independent Auditors' Consent of Deloitte & Touche LLP.

11. Not Applicable.

12. Not Applicable.

13. Schedules for Computation of Performance Quotations.(8)

14. Powers of Attorney for Stephen A. Carb, R. Michael Conley, Richard R.
Crowl, James R. Gelder, Ulric Haynes, Jr., Wayne R. Huneke, Mark S.
Jordahl, Kenneth U. Kuk, James R. Miller, Fioravante G. Perotta, Robert
C. Salipante, John G. Turner, Charles B. Updike, and Ross M. Weale.(9)

C-2
<PAGE> 81

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

(1) Incorporated by reference to Depositor's 485BPOS to the Form S-6
Registration Statement of ReliaStar Life Insurance Company of New York
Variable Life Separate Account I, File No. 333-19123, filed April 9, 1999.

(2) Incorporated by reference to Depositor's Form S-6 Registration Statement of
ReliaStar Life Insurance Company of New York Variable Life Separate Account
I, File No. 333-19123, filed May 9, 1997.

(3) Incorporated by reference to Depositor's Form S-6 Registration Statement of
ReliaStar Life Insurance Company of New York Variable Life Separate Account
I, File No. 333-47527, filed March 6, 1998.

(4) Incorporated by reference to Depositor's Form S-6 Registration Statement of
ReliaStar Life Insurance Company of New York Variable Life Separate Account
I, File No. 333-19123, filed December 31, 1996.

(5) Incorporated by reference to Depositor's Form S-6 Registration Statement of
ReliaStar Life Insurance Company of New York Variable Life Separate Account
I, File No. 333-19123, filed August 1, 1997.

(6) Incorporated by reference to Registrant's Form N-4 Registration Statement,
File No. 333-61879, filed August 20, 1998.

(7) Incorporated by reference to Registrant's Form N-4 Registration Statement,
File No. 333-61879, filed December 30, 1998.

(8) Incorporated by reference to Registrant's 485BPOS to the Form N-4
Registration Statement, File No. 333-61879, filed April 9, 1999.

(9) Incorporated by reference to Depositor's 485BPOS to Form S-6 Registration
Statement of ReliaStar Life Insurance Company of New York Variable Life
Separate Account I, File No. 333-19123, filed April 7, 2000.

(10) Incorporated by reference to Depositor's Form S-6 Registration Statement of
ReliaStar Life Insurance Company of New York Variable Life Separate Account
I, File No. 333-19123, filed March 31, 2000.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR
- ----------------------------------- ------------------------------------
<S> <C>
Stephen A. Carb Director
Carb, Luria, Glassner, Cook & Kufeld
521 Fifth Avenue -- 9th Floor
New York, NY 10017
R. Michael Conley Director
2910 Holly Lane
Plymouth, MN 55447
Director, Senior Vice President and General
Richard R. Crowl Counsel
20 Washington Avenue South
Minneapolis, MN 55401
James R. Gelder Director, President and Chief Executive Officer
20 Security Drive
Avon, CT 06001
Ambassador Ulric Haynes, Jr. Director
Executive Dean, Univ Int'l Relations
Hofstra University
145 Hofstra University
Hempstead, NY 11549-1450
Wayne R. Huneke Director and Vice President
20 Washington Avenue South
Minneapolis, MN 55401
Mark S. Jordahl Director, Vice President and Assistant Treasurer
20 Washington Avenue South
Minneapolis, MN 55401
</TABLE>

C-3
<PAGE> 82

<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES WITH DEPOSITOR
- ----------------------------------- ------------------------------------
<S> <C>
Kenneth U. Kuk Director and Vice President
20 Washington Avenue South
Minneapolis, MN 55401
James R. Miller Director, Vice President, Treasurer and Controller
20 Washington Avenue South
Minneapolis, MN 55401
Fioravante B. Perrotta Director
13 Clark Land
Essex, CT 06426
Robert C. Salipante Director and Vice Chairman
20 Washington Avenue South
Minneapolis, MN 55401
John G. Turner Director and Chairman
20 Washington Avenue South
Minneapolis, MN 55401
Charles B. Updike Director
Schoeman, Marsh & Updike
60 East 42nd Street
New York, NY 10165-0048
Ross M. Weale Director
56 Cove Road
Salem, NY 10590
James G. Cochran Executive Vice President
4601 Fairfax Drice
Arlington, VA 22203
Executive Vice President and Chief Operating
Roger D. Roenfeldt Officer
1000 Woodbury Road, Suite 102
Woodbury, NY 11797
Senior Vice President and Chief Administrative
William D. Bonneville Officer
1000 Woodbury Road, Suite 102
Woodbury, NY 11797
Susan M. Bergen Secretary
20 Washington Avenue South
Minneapolis, MN 55401
</TABLE>

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

Registrant is a separate account of Depositor, established by the Board of
Directors of Depositor on June 15, 1998 pursuant to the laws of the State of New
York. Depositor is a direct, wholly-owned subsidiary of ReliaStar Financial
Corp., a Delaware Corporation.

C-4
<PAGE> 83

ReliaStar Financial Corp., the Parent Company ("RLR"), owns directly or
indirectly, capital stock of subsidiary companies as follows as of March 17,
2000 (second and third tier subsidiaries are listed, indented, directly below
their parent company):

<TABLE>
<CAPTION>
OWNER AND
COMPANY PERCENTAGE
- ------- ----------
<S> <C>
ReliaStar Life Insurance Company ("RLIC")................... RLR-100%
Northern Life Insurance Company ("NLIC").................. RLIC-100%
Norlic, Inc............................................ NLIC-100%
Security-Connecticut Life Insurance Company ("SCL")....... RLIC-100%
ReliaStar Life Insurance Company of New York
("RLNY")............................................. SCL-100%
NWNL Benefits Corporation................................. RLIC-100%
ReliaStar Reinsurance Group (UK), Ltd..................... RLIC-100%
ReliaStar Investment Research, Inc.......................... RLR-100%
Washington Square Securities, Inc. ("WSSI")................. RLR-100%
Washington Square Insurance Agency, Inc. (Puerto Rico).... WSSI-100%
Pilgrim Capital Corporation ("PCC")
Common................................................. RLR-100%
Preferred.............................................. RLR-100%
Pilgrim Advisors, Inc..................................... PHC-100%
Pilgrim Group, Inc. (PGI)................................. PHC-100%
Pilgrim Securities, Inc. (PSI)......................... PGI-100%
Pilgrim Funding, Inc................................. PSI-100%
Pilgrim Investments, Inc............................... PGI-100%
Pilgrim Financial, Inc................................. PHC-100%
Express American T.C. Corp................................ PHC-100%
EAMC Liquidation Corp..................................... PHC-100%
IB Holdings, Inc. ("IB").................................... RLR-100%
Northeastern Corporation.................................. IB-100%
The New Providence Insurance Company, Limited............. IB-100%
Successful Money Management Seminars, Inc. ("SMMS")......... RLR-100%
PrimeVest Financial Services, Inc. ("PVF").................. RLR-100%
PrimeVest Insurance Agency of Alabama, Inc................ PVF-100%
PrimeVest Insurance Agency of New Mexico, Inc............. PVF-100%
PrimeVest Insurance Agency of Ohio, Inc.
Class A................................................ Robert Chapman-100%
Class B................................................ PVF-100%
Branson Insurance Agency, Inc............................. PVF-100%
Granite Investment Services, Inc.......................... PVF-100%
Bisys Brokerage Services, Inc............................. PVF-100%
Bancwest Investment Services, Inc......................... PVF-100%
Arrowhead, Ltd.............................................. RLR-100%
ReliaStar Payroll Agent, Inc................................ RLR-100%
RelaStar Bancshares, Inc. ("RBS")........................... RLR-100%
ReliaStar Bank ("RB")..................................... RBS-100%
ReliaStar Investment Services, Inc..................... RB-100%
ReliaStar Managing Underwriters, Inc........................ RLR-100%
Financial Northeastern Corp. (FNC).......................... RLR-100%
Financial Northeastern Securities, Inc...................... RLR-100%
FNC Insurance Services, Inc................................. RLR-100%
ReliaStar National Trust Company............................ RLR-100%
</TABLE>

ITEM 27. NUMBER OF CONTRACT OWNERS

As of March 31, 2000 there were no owners of the Contracts.

ITEM 28. INDEMNIFICATION

Reference is hereby made to Section 5.01 of Depositor's Bylaws, filed as an
Exhibit to this Registration Statement. The Bylaws of Depositor mandate
indemnification by Depositor of its directors, officers and certain others,
including directors, officers, employees and agents of Management, under certain
conditions. Section 4.01 of the Bylaws mandates

C-5
<PAGE> 84

indemnification by Management of its directors and officers under certain
conditions. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Depositor or Management, pursuant to the foregoing provisions or
otherwise, Depositor and Management have 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
Depositor of expenses incurred or paid by a director or officer or controlling
person of Depositor or Management in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person of
Depositor or Management in connection with the securities being registered,
Depositor or Management, as the case may be, 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 of whether or not such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

An insurance company blanket bond is maintained providing $25,000,000
coverage for Depositor and Management, subject to a $500,000 deductible.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) WSSI is the principal underwriter of the Contracts. WSSI is also the
distributor and underwriter of variable life contracts issued by ReliaStar Life
Insurance Company of New York through ReliaStar Life Insurance Company of New
York Variable Life Separate Account I. WSSI also acts as distributor of (i)
USLICO Series Fund, which funds variable life insurance policies of related
companies; (ii) variable life insurance policies and variable annuity contracts
issued by the Company's affiliate, ReliaStar Life Insurance Company; and (iii)
variable annuity contracts issued by the Company's affiliate, Northern Life
Insurance Company.

(b) The directors and officers of WSSI are as follows:

<TABLE>
<CAPTION>
NAME POSITIONS AND OFFICES WITH WSSI
- ---- -------------------------------
<S> <C>
Wayne R. Huneke Director
Robert C. Salipante Director
Jeffrey A. Montgomery Director, President and Chief Operating Officer
Kenneth S. Cameranesi Executive Vice President and Chief Operations Officer
Gene Grayson Vice President -- National Sales & Marketing
Keith A. Loveland Vice President and Chief Compliance Officer
David R. Sheridan Vice President
Daniel S. Kuntz Assistant Vice President and Treasurer
Margaret B. Wall Treasurer and Chief Financial Officer
Susan M. Bergen Secretary
Loralee A. Renelt Assistant Secretary
Allen L. Kidd Assistant Secretary
</TABLE>

The principal business address of each of the foregoing executive officers
is 20 Washington Avenue South, Minneapolis, Minnesota 55401, except for the
following individuals whose principal business addresses are listed after their
respective names: David A. Sheridan, 20 Security Drive, Avon, Connecticut 06001;
Allen L. Kidd, 222 North Arch Road, Richmond, Virginia 23236.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The accounts and records of Registrant are located at the offices of
Depositor at 1000 Woodbury Road, Suite 102, Woodbury, New York 11797.

ITEM 31. MANAGEMENT SERVICES

Not applicable.

C-6
<PAGE> 85

ITEM 32. UNDERTAKINGS

Registrant will file a post-effective amendment to this Registration
Statement as frequently as is necessary to ensure that the audited financial
statements in this Registration Statement are never more than 16 months old for
so long as payments under the Contracts may be accepted.

Registrant will include either (1) as part of any application to purchase a
Contract offered by the Prospectus, a space that an applicant can check to
request a Statement of Additional Information, or (2) a postcard or similar
written communication affixed to or included in the Prospectus that the
applicant can remove to send for a Statement of Additional Information.

Registrant will deliver any Statement of Additional Information and any
financial statements required to be made available under this form promptly upon
written or oral request.

The Depositor and the Registrant rely on a no-action letter issued by the
Division of Investment Management to the American Council of New York Insurance
on November 28, 1988 and represent that the conditions enumerated therein have
been or will be complied with.

The Depositor represents that the fees and charges deducted under the
Contract in the aggregate are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by ReliaStar New
York.

C-7
<PAGE> 86

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, Registrant certifies that it meets the requirements for effectiveness of
this Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has caused this Post-effective Amendment No. 2 to the Registration
Statement to be signed on its behalf, in the City of Minneapolis and State of
Minnesota on this 27th day of April, 2000.

ReliaStar Life Insurance Company of New
York
Variable Annuity Separate
Account II
(Registrant)
By: ReliaStar Life Insurance Company
of New York
(Depositor)
By: /s/ JAMES R. GELDER
-------------------------------------
James R. Gelder
Chief Executive Officer and President

As required by the Securities Act of 1933 and the Investment Company Act of
1940, Depositor has caused this Post-effective Amendment No. 2 to the
Registration Statement to be signed on its behalf, in the City of Minneapolis
and State of Minnesota on this 27th day of April, 2000.

By: ReliaStar Life Insurance Company
of New York
(Depositor)
By: /s/ JAMES R. GELDER
-------------------------------------
James R. Gelder
Chief Executive Officer and President

As required by the Securities Act of 1933, this Post-effective Amendment
No. 2 to the Registration Statement has been signed on this 27th day of April,
2000 by the following directors and officers of Depositor in the capacities
indicated:

<TABLE>
<S> <C>
/s/ JAMES R. GELDER
- ------------------------------------------------ Chief Executive Officer and President
James R. Gelder
/s/ JAMES R. MILLER
- ------------------------------------------------ Vice President, Treasurer and Controller
James R. Miller
</TABLE>

<TABLE>
<S> <C> <C>
Stephen A. Carb Wayne R. Huneke Robert C. Salipante
R. Michael Conley Mark S. Jordahl John G. Turner
Richard R. Crowl Kenneth U. Kuk Charles B. Updike
James R. Gelder James R. Miller Ross M. Weale
Ambassador Ulric Haynes, Jr. Fioravante G. Perotta
</TABLE>

James M. Odland, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named directors and officers of ReliaStar Life
Insurance Company of New York pursuant to powers of attorney duly executed by
such persons.
/s/ JAMES M. ODLAND
---------------------------------------
James M. Odland, Attorney-In-Fact

C-8
<PAGE> 87

EXHIBIT INDEX

(b) Exhibits

3. (c) Form of Broker Dealer Compensation Schedule.

4. (a) Form of Contract.

(b) Form of Code Section 403(b) Endorsement.

(d) Form of Individual Retirement Annuity Endorsement.

(e) Form of Variable Annuity Endorsement.

(f) Form of Roth Individual Retirement Annuity Endorsement.

5. Form of Contract Application.

9. Consent and Opinion of James M. Odland as to the legality of the
securities being registered.

10. Independent Auditors' Consent.

15. Powers of Attorney.

<PAGE> 1
SCHEDULE A

BROKER DEALER AGENCY COMPENSATION SCHEDULE
FOR RELIASTAR INSURANCE COMPANY OF NEW YORK
VARIABLE CONTRACTS

EFFECTIVE
----------------------

This Compensation Schedule shall be used to determine compensation payable to
the Broker Dealer under the Broker Dealer Agency Selling Agreement for Variable
Contracts through Broker Dealer from the Effective Date of this Schedule until
it is suspended, canceled, changed or replaced.

This Schedule is applicable to the following Variable Contracts:

1. FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 85-251 (SELECT*LIFE NY)

Broker Dealer shall be paid a total dealer concession according to the following
schedule:
<TABLE>
<CAPTION>
Issue Ages 0 - 75
-----------------
<S> <C>
1st Year 99.00%
Excess Premium (1st Year) 1.50%
Renewal Commissions 1.50%
Asset Based(1) .60%
</TABLE>

(1) Asset Based commissions, per policy, are based on the average of the twelve
monthly Accumulation Values (net of loaned accumulation values) measured at the
end of the Policy Month. The Asset Based Commissions are payable at the end of
each Policy Year when that average is greater than or equal to $5,000.00. It
will be paid concurrently with the first pay period immediately following the
Policy Anniversary.

2. SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY 85-438
(SVUL NY)

Broker-Dealer shall be paid a total dealer concession according to the following
schedule:

<PAGE> 2

Issue Ages 20 - 85
------------------
<S> <C>
1st Year(2) 81.00%
Excess Premium (1st Year) 3.60%
Basic Renewal Commissions 2.00%
Lifetime Renewal Commissions 0.00%
Asset Based(3) 0.10%
</TABLE>

(2) A portion of the 1st Year dealer concession paid on the SVUL NY may be
charged back on any policy that lapses before the end of the third policy year.

(3) Asset Based commissions, per policy, are based on the average of the twelve
monthly Accumulation Values (net of loaned accumulation values) measured at the
end of the Policy Month. The Asset Based Commissions are payable at the end of
each Policy Year when that average is greater than or equal to $5,000.00. It
will be paid concurrently with the first pay period immediately following the
Policy Anniversary.

3. FLEXIBLE PURCHASE PAYMENT VARIABLE ANNUITY CONTRACT 85-499
(SELECT*ANNUITY NY)

Broker-Dealer shall be paid a total dealer concession according to the following
schedule:

ReliaStar has five commission schedules on Select*Annuity NY. Schedule A pays
all commissions as a percentage of premiums paid. Representatives may select on
a policy by policy basis which commission schedule they desire by marking on the
application. If the representative does not select an option, commissions will
default to Schedule A, full front end commissions.

Commission Schedule A:
<TABLE>
<CAPTION>

Total Cumulative(4) Ages 0-75 Dealer Ages 76-85 Dealer
Premium From Issue Concession Concession
------------------- ---------------- -----------------

<S> <C> <C>
$ 2,000 - 4,999 3.75% 2.15%
$ 5,000 - 9,999 4.75% 2.75%
$10,000 - 49,999 6.25% 3.70%
$50,000 and up 6.50% 3.90%

</TABLE>

<PAGE> 3

Commission Schedule B:
<TABLE>
<CAPTION>

Total Cumulative(4) Ages 0-75 Dealer Ages 76-85 Dealer
Premium From Issue Concession Concession
------------------- ---------------- -----------------

Annual Dealer Concession Trail
Year (as a % of Contract Value(5)
---- ------------------------------
<S> <C>
1 .00%
2-6 .20%
7+ .40%
</TABLE>

Commission Schedule C ($10,000 - $49,999):
<TABLE>
<CAPTION>

Total Cumulative(4) Ages 0-75 Dealer Ages 76-85 Dealer
Premium From Issue Concession Concession
------------------ ---------------- -----------------
<S> <C> <C>
calendar year 1 3.50% 2.00%
calendar year 2-6 1.50% 1.00
calendar year 7+ 0 0
</TABLE>
<TABLE>
<CAPTION>

Annual Dealer Concession Trail
Year (as a % of Contract Value)(5)
---- ------------------------------
<S> <C>
1 .00%
2-6 .20%
7+ 1.00%

</TABLE>

Commission Schedule C ($50,000 and up):
<TABLE>
<CAPTION>

Total Cumulative(4) Ages 0-75 Dealer Ages 76-85 Dealer
Premium From Issue Concession Concession
------------------ ---------------- -----------------
<S> <C> <C>
calendar year 1 3.75% 2.25%
calendar year 2-6 1.75% 1.25
calendar year 7+ 0 0
</TABLE>
<TABLE>
<CAPTION>

Annual Dealer Concession Trail
Year (as a % of Contract Value)(5)
---- ------------------------------
<S> <C>
1 .00%
2-6 .20%
7+ 1.00%
</TABLE>
<PAGE> 4

Commission Schedule D:
<TABLE>
<CAPTION>

Total Cumulative(4) Ages 0-75 Dealer Ages 76-85 Dealer
Premium From Issue Concession Concession
------------------- ----------------- -----------------
<S> <C> <C>
$10,000 - 49,999 3.50% 2.00%
$50,000 + 3.75% 2.25%
</TABLE>

Annual Dealer Concession Trail
(as a % of Contract Value(5)
----------------------------
.50% all years 2+

Commission Schedule E: ($10,000 and up):
<TABLE>
<CAPTION>

Total Cumulative(4) Ages 0-75 Dealer Ages 76-85 Dealer
Premium From Issue Concession Concession
------------------- ---------------- -----------------
<S> <C> <C>
$10,000 - 49,999 2.25% 1.00%
$50,000 + 2.50% 1.25%
</TABLE>

Annual Dealer Concession Trail
(as a % of Contract Value)(5)
------------------------------
.75% all years 2+

(4) First premium that brings Cumulative Premium into the next tier will receive
the next tier's rate. Commissions paid on earlier premiums will not be adjusted.

(5) Trail commissions will be calculated at the end of each calendar quarter
based on the Contract Value at the time. To be eligible, the contract must have
completed the 15th Contract Month and Commission Schedule B, C, D or E must have
been selected on the application. The trail commission will be paid for eligible
contracts within the next two pay periods immediately following the end of the
calendar quarter. Contract Months and Contract Years are measured form the
Contract Issue Date.

GENERAL RULES PERTAINING TO VARIABLE CONTRACTS

1. Change of Dealer Authorization. No compensation of any kind shall be
payable in respect of Variable Contracts following Insurer's or General
Distributor's receipt of a change of dealer authorization applicable to
such Variable contract.

<PAGE> 5

2. Change in Representative's Status. Broker Dealer agrees that in the
event a Representative ceases to be an associated person of Broker
Dealer or ceases to be validly licensed or registered, Broker Dealer
shall not receive any compensation based on any Variable Contract, its
values or on premiums or purchase payments thereafter received by
ReliaStar Insurance Company of New York and/or WSSI from such former
Representative's customers. Provided, however, if within 60 days after
such Representative ceases to be a representative of Broker Dealer,
Broker Dealer designates another registered representative of Broker
Dealer to service the former Representative's business, the
compensation not paid shall be payable to Broker Dealer. If an assigned
Representative's replacement is not designated within such 60 day
period, Broker Dealer may not thereafter designate a replacement
Representative for such Variable contracts and shall not be entitled to
such compensation.

3. Exclusive Compensation. Broker Dealer agrees that no compensation of
any kind other than as described herein is payable by Insurer or
General Distributor in respect of Broker Dealer's sales of Variable
Contracts.

4. Vesting. First year commissions and Basic Renewal commissions in
respect of Variable Contracts issued after the effective date and prior
to the termination date of Broker Dealer's appointment are vested in
Broker Dealer and will be paid to Broker Dealer as and when the related
premium is received by the issuer and applied to the Variable Contract
issued, and provided, however, that no First Year commissions or Basic
Renewal Commissions (Policy years 2 through 10), including those on
cost of living or any other policy increases, will be paid after Broker
Dealer's appointment has been terminated for more than ten years.

5. Replacement Business. If any policy is issued to replace a policy
previously issued by Insurer or an affiliate, commissions will accrue
only if and to the extent that Insurer's established practices provide
for commissions on such replacements.

6. Commissions. Commissions shall accrue on Variable Contracts issued as
and when premiums are received by Insurer and applied as premiums due
or payable on such policies, except as Insurer's practices may
otherwise provide.

7. Charge-backs. In any case, where Insurer has credited a commission to
Broker Dealer on the basis of a premium on a Variable Contract issued
and the premium is returned to the purchaser Insurer will charge back
such commissions.

8. Additional Benefits and Riders. Commissions will be credited based on
premiums for additional benefits (for example, waiver of premium and
term riders) added at issue of a policy at the same rate as applied to
the base policy premium.

<PAGE> 1
FLEXIBLE PURCHASE PAYMENT INDIVIDUAL DEFERRED RETIREMENT ANNUITY

Variable and/or Fixed Accumulation
Variable and/or Fixed Dollar Annuity Payments
Non-Participating

NOTICE
Annuity payments and accumulation values provided by this contract, when based
on the investment experience of the variable account, are variable and are not
guaranteed as to dollar amount. So that the dollar amount of variable annuity
payments will not decrease, the assets of the Variable Account must earn an
annual net rate of investment return of 4%. This is equal to a 5.4% gross
investment return less the Maturity Risk Charge, Expense Risk Charge, and the
Administrative Charge and Annual Contract Charge totaling 1.4%.

RIGHT TO RETURN CONTRACT
Please read this contract carefully. If you do not want it, you may return it to
us or your agent within 10 days after you receive it and ask us to cancel it. As
soon as you return it, we will consider it void from the start and refund the
sum of (a) the difference between the Purchase Payments received including any
fees or other charges and the amounts, if any, allocated to the Sub-Accounts or
the Fixed Account under the Contract and (b) the Contract Value as of the next
Valuation Date after receiving your request. If you exercise this right to
return the contract, no Surrender Charges will apply.

INDEX PAGE
Age and Sex 13
Annuitant A
Annuity Benefits 14
Annuity Forms 16
Claims 19
Contract Data Page A
Contract Owner 12
Death Benefit 11
Definitions 2-4
Fixed Account 4
Fixed Annuity Payments 15
General Provisions 13
Purchase Payments 4
Surrenders 9
Termination 14
Transfers 8
Variable Account 5
Variable Annuity Payments 15

Additional benefits, if any are listed on the Contract Data page and follow page
2. Additional restrictions, if any, follow page 2.

RELIASTAR [logo]

ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
P.O. Box 9004
Woodbury, New York 11797

ReliaStar Life Insurance Company of New York (we, us, our) will make payments to
the Annuitant starting on the Annuity Commencement Date as stated in this
Contract. We will pay the Death Benefit if an Owner dies before the Annuity
Commencement Date.

We issue this Contract in consideration of the Application and the Purchase
Payments we receive.

Executed at our Home Office

Robert C. Salipante President
/s/ Robert C. Salipante
- -----------------------

Susan M. Bergen Secretary
/s/ Susan M. Bergen
- -------------------

1
<PAGE> 2

THE CONTRACT

Read this contract carefully. This contract states in detail all of the rights
and obligations of both you and us. The entire contract is:

- ---------------
This contract.
- ---------------

Plus all applications, riders, endorsements and amendments at the time of issue.

Plus all applications, riders, endorsements and amendments and Contract Data
Pages agreed upon later.

- --------------
Changes
- --------------

Contract changes must be in writing and signed by our President or Secretary, or
one of our Vice Presidents or Assistant Secretaries. No other agent of person
may alter or change the terms or conditions of this Contract.

DEFINITIONS

ANNUITANT
The person you name to receive annuity payments and whose life determines the
annuity benefits payable. The Annuitant is shown on the Contract Data Page.

ANNUITY COMMENCEMENT DATE
The date on which the annuity payments begin. The Annuity Commencement Date is
as shown on the Contract Data Page unless changed as provided by this Contract.

BENEFICIARY
The person(s) you name to receive:

1. The Death Benefit if you die before the Annuity Commencement Date and a Death
Benefit is payable under the terms of this contract.

2. The balance of the annuity payments, if any, under the Annuity Form in effect
at the Annuitant's death.

CODE
The Internal Revenue Code of 1986, as amended.

CONTRACT ANNIVERSARY
The same day and month as the Issue Date each year that this Contract remains in
force.

CONTRACT VALUE
The sum of the Variable Account Contract Value plus the Fixed Account Contract
Value on a Valuation Date.

CONTRACT YEAR
Each 12 month period starting with the Issue Date and each Contract Anniversary
after that.

DEATH BENEFIT VALUATION DATE
The Death Benefit Valuation Date is the Valuation Date next following the date
we receive:

1. Proof of death; and

2. A written request from the Beneficiary for a single sum payment or an Annuity
Form permitted by Section 72(s) of the Code which we approve.

To make Purchase Payments, make a claim, or exercise your rights under this
Contract, please write to us at the address below and include your Contract
Number.

2
<PAGE> 3

Definitions
(CONTINUED)

Fixed Account

An account under this Contract that guarantees both principal and interest.
Fixed Account Contract Values are held in our General Account which is composed
of all our assets other than those in our Separate Accounts. We have complete
ownership and control of the assets in the General Account.

Owner (You, Your)

The person(s) named on the Contract Data Page to hold this Contract and to
exercise all rights and privileges under it. This Contract may be owned by one,
but no more than two, natural person(s) only, except when it is held under a
retirement plan described in Section 401(a) or 403(a) of the Code, where the
Owner is the trustee, or a program described in Section 403(b) of the Code,
where the Owner is the employer. If a nonspousal joint owner dies, the surviving
joint owner may not continue this Contract. See Death Benefit Before the Annuity
Commencement Date, Death of Owner on page 11. The Annuitant owns this Contract
unless another owner is named as provided for in this Contract. You may make a
request to change the Owner of this Contract by sending us written notice. We
reserve the right to deny a request to change the Owner, unless we receive
written proof, satisfactory to us, that each proposed Owner is insurable. The
change of ownership will be effective on the date signed subject to any actions
we have taken prior to our receipt of notice of the change of ownership.

Sub-Account

A subdivision of the Variable Account. Each Sub-Account's assets are invested
exclusively in one of the investment funds we make available for investment
under this Contract. The Sub-Accounts available on the Issue Date, and the
percentage of Purchase Payments you have allocated to each Sub-Account is shown
on the Contract Data Page.

Sub-Account Accumulation Unit

A unit of measure used to determine the Variable Account Contract Value before
annuity payments start.

Successor Beneficiary

The person you name to become the Beneficiary if the Beneficiary dies.

Valuation Date

The close of the market each day that the New York Stock Exchange is open for
trading and trading has not been suspended by the Securities and Exchange
Commission.

Valuation Period

The period of time between a Valuation Date and the next Valuation Date.

Variable Account

A separate investment account of ours which has been established under the State
of New York insurance laws and is divided into Sub-Accounts. Any change in the
investment policy of the Variable Account must be approved by the Superintendent
of Insurance of the State of New York.

3
<PAGE> 4

Definitions
(continued)

Variable Annuity

A series of periodic payments to the Annuitant which will vary in amount based
on the investment performance of the Variable Account Sub-Accounts under this
Contract.

Variable Annuity Unit

A unit of measure used to determine the amount of an annuity payment after the
first annuity payment under a Variable Annuity.

We, Us, Our

ReliaStar Life Insurance Company of New York.

Written, In Writing

A written request or notice, signed and dated, and received at an address
designated by us. The form and content of the request must be acceptable to us.

Purchase Payments

You may make Purchase Payments any time before the Annuity Commencement Date
while the Contract is inforce. Purchase Payments must equal at least the
applicable minimum Purchase Payment as shown on the Contract Data Page. We may
choose not to accept an additional Purchase Payment if it is less than the
minimum, or if the additional Purchase Payment plus the Contract Value at the
next Valuation Date exceeds $1,000,000.

Allocation of Purchase Payments

You specified the initial allocation of Purchase Payments on your application
for this Contract. Your allocation is shown on the Contract Data Page. The
percentage allocation between the accounts may be changed at any time by written
notice. Changes in allocations of Sub-Account funds are subject to any
limitations imposed by such funds. Changes in the allocation will not be
effective until the date we receive your notice and will only affect Purchase
Payments we receive after that date. The allocation may be 100% to any account
or may be divided between the accounts in whole percentage points totaling 100%.

Fixed Account

Purchase Payments will be allocated to the Fixed Account in the whole
percentages you have specified. We credit interest to the Fixed Account Contract
Value at rates we determine from time to time. We will never credit less than 3%
per year. The Fixed Account Interest Rate applicable to the initial purchase
payment is shown on the Contract Data Page and is guaranteed until December 31
next following receipt of the initial Purchase Payment.

Fixed Account Contract Value

The Fixed Account Contract Value on any Valuation Date is:

1. The sum of your Purchase Payments allocated to the Fixed Account.

2. Plus any transfers from the Variable Account.

3. Plus interest credited as specified above.

4. Minus any partial surrenders, Surrender Charges relating to partial
surrenders, and Annual Contract Charges applicable to the Fixed Account.

5. Minus any transfers to the Variable Account.

4
<PAGE> 5

Variable Account

The Variable Account is registered with the Securities and Exchange Commission
as a unit investment trust under the Investment Company Act of 1940. We have
complete ownership and control of the assets in the Variable Account, but these
assets are held separately from our other assets and are not part of our General
Account.

The portion of the assets of the Variable Account equal to the reserves and
other contract liabilities of the Variable Account will not be charged with
liabilities incurred in any other business that we may conduct. We have the
right to transfer to our General Account any assets of the Variable Account
which are in excess of such reserves and other liabilities. The income, if any,
and gains and losses, realized or unrealized, of the Variable Account will be
credited to or charged against the amount allocated to the Variable Account, in
accordance with the contracts supported by the Variable Account, without regard
to the other income, gains, or losses of the Company.

Sub-Accounts

The Variable Account is divided into Sub-Accounts, some of which are available
under this Contract. Each Sub-Account that is made available under this Contract
invests in shares of a corresponding series of a designated investment fund, as
set forth on the Contract Data Page. Shares of a series will be purchased and
redeemed for a Sub-Account at their net asset value. Any amount of income,
dividends, and gains distributed from shares of a series will be reinvested in
additional shares of that series at its net asset value. The investment fund
prospectuses define the net asset value and describe the investment funds.

The dollar amounts of values and benefits of this Contract provided by the
Variable Account depend on the investment performance of the investment funds in
which your selected Sub-Accounts are invested. We do not guarantee the
investment performance of the investment funds. You bear the full investment
risk for amounts applied to the selected Sub-Accounts.

Purchase Payments allocated to a Sub-Account may be unable to be invested in
shares of a selected investment fund because:

1. Shares are not being offered for sale by the investment fund, or

2. In the judgement of our management, further investment in such investment
fund shares would be inappropriate in view of the purposes of this Contract.

If we are unable to invest your Purchase Payment as you have specified, we will
return it to you. You may then direct allocation of the Purchase Payments to a
different Sub-Account. The new allocation will be effective on the next
Valuation Date after we receive your request.

Sub-Account Accumulation Units

Purchase Payments received under this Contract and allocated to, and any amounts
transferred to, the Variable Account will be credited in the form of Sub-Account
Accumulation Units. The number of Sub-Account Accumulation Units credited is
found by dividing the amount of the Purchase Payment allocated to, or any amount
transferred to, the Sub-Account by the Sub-Account Accumulation Unit Value on
the next Valuation Date. The number of Sub-Account Accumulation Units cancelled
upon surrender or transfer from a Sub-Account is determined by dividing the
amount surrendered or transferred by the Sub-Account Accumulation Unit Value on
the next Valuation Date.

5
<PAGE> 6

Variable Account
(continued)

Variable Account Contract Value

The Variable Account Contract Value is the total of the values of your interest
in each Sub-Account, which for each Sub-Account is equal to:

1. The number of Sub-Account Accumulation Units.

2. Times the Sub-Account Accumulation Unit Value.

The Variable Account Contract Value will vary from Valuation Date to Valuation
Date reflecting the total value of your interest in the Sub-Accounts.

Net Investment Factor

The Net Investment Factor is an index number which reflects charges to this
Contract and the investment performance during a Valuation Period of the
investment fund in which a Sub-Account is invested. If the Net Investment Factor
is greater than one, the Sub-Account Accumulation Unit Value has increased. If
the Net Investment Factor is less than one, the Sub-Account Accumulation Unit
Value has decreased. The Net Investment Factor for a Sub-Account is determined
by dividing (1) by (2) and then subtracting (3) from the result, where:

1. Is the net result of:

a. The net asset value per share of the investment fund shares held in the
Sub-Account, determined at the end of the current Valuation Period.

b. Plus the per share amount of any dividend or capital gain distributions made
on the investment fund shares held in the Sub-Account during the current
Valuation Period.

c. Plus or minus a per share charge or credit for any taxes reserved for which
we determine to have resulted from the investment operations of the Sub-Account
and to be applicable to this Contract.

2. Is the net result of:

a. The net asset value per share of the investment fund shares held in the
Sub-Account, determined at the end of the last prior Valuation Period.

b. Plus or minus a per share charge or credit for any taxes reserved for the
last prior Valuation Period which we determine to have resulted from the
investment operations of the Sub-Account and to be applicable to this Contract.

3. Is a factor representing the Mortality Risk Premium, the Expense Risk Charge,
and the Administrative Charge, which are shown on an annual basis on the
Contract Data Page.

Mortality Risk Premium

The Mortality Risk Premium pays us for assuming the mortality risk under this
Contract. This charge is included in the Net Investment Factor and is shown on
the Contract Data Page.

Expense Risk Charge

The Expense Risk Charge pays us for guaranteeing that we will not increase the
Annual Contract Charge or the Administrative Charge even though our cost of
administering this Contract and the accounts may increase. This Expense Risk
Charge is included in the Net Investment Factor and is shown on the Contract
Data Page.

Administrative Charge and Annual Contract Charge

The Administrative Charge and the Annual Contract Charge shown on the Contract
Data Page pay us for the administrative expenses of the Contract.

The Administrative Charge is included in the Net Investment Factor.

6
<PAGE> 7

Variable Account
(continued)

Administrative Charge and Annual Contract Charge (continued)

The Annual Contract Charge will be deducted from the Contract Value on each
Contract Anniversary before the Annuity Commencement Date. We may not increase
the Annual Contract Charge. We make the deduction from the Fixed Account and the
Variable Account on a basis that reflects each account's proportionate
percentage of the Contract Value. If you request a total surrender of this
Contract on other than the Contract Anniversary, the Annual Contract Charge will
be deducted at the time of the surrender.

On or after the Annuity Commencement Date, if we provide a Fixed Annuity, we
will deduct 1/12th of the Annual Contract Charge from each monthly Fixed Annuity
Payment; if we provide a Variable Annuity, we will deduct 1/12th of the Annual
Contract Charge from each monthly Variable Annuity Payment. If either form of
annuity payment is paid other than monthly, the deduction for the Annual
Contract Charge will be adjusted pro rata. The amount will be deducted from each
Fixed Annuity Payment and also will be deducted from each Variable Annuity
Payment.

Waiver of Annual Contract Charge

On a uniform basis, we may waive the Annual Contract Charge as shown on the
Contract Data Page for contracts where the amount of net cumulative Purchase
Payments exceeds $50,000. The amount of net cumulative Purchase Payments is the
sum of all Purchase Payments less all Partial Surrenders and less all amounts
applied to provide a Fixed Annuity or Variable Annuity. We will not waive the
portions of the Annual Contract Charges that are deducted from each Fixed or
Variable Annuity Payment.

Premium and Other Taxes

If, while your Contract is in force, the State of New York adopts a premium tax
which would apply to your Contract, upon written notice to you, we may, at our
discretion, deduct such premium tax from Purchase Payments upon receipt or
deduct premium taxes from the Contract Value at a later date. We reserve the
right to deduct charges for any other tax we determine to be applicable to the
Contract.

Reserved Rights

We reserve the right, if permitted by law and subject to the approval of the
Superintendent of Insurance of the State of New York, to:

1. Create new variable accounts;

2. Combine variable accounts, including the Variable Account;

3. Remove, add or combine Sub-Accounts and make the new Sub-Accounts available
to Contract Owners at our discretion;

4. Substitute shares of other investment funds or series thereof for those of
the investment funds and series made available under the Contract;

5. Transfer assets of the Variable Account, which we determine to be associated
with the class of contracts to which this Contract belongs, to another variable
account (if this type of transfer is made, the term "Variable Account" as used
in this Contract will then mean the Variable Account to which the assets were
transferred);

6. Deregister the Variable Account under the Investment Company Act of 1940, if
registration is no longer required;

7. Make any changes required by the Investment Company Act of 1940;

8. Operate the Variable Account as a managed investment company under the
Investment Company Act of 1940, or any other form permitted by law; and

9. Exercise any voting right of any securities allocated to the Variable Account
in accordance with instructions from persons having interests in the Variable
Account ratably as determined by us. In addition, we may make such other
provisions in respect to the Variable Account, including but not limited to
voting, investments, audits and otherwise regarding management and
administration, as we may deem appropriate to facilitate compliance with any
requirements of or pursuant to any federal or state law now or hereafter in
effect.

7
<PAGE> 8

Transfers

You may transfer Contract Value among Sub-Accounts, from one or more
Sub-Accounts to the Fixed Account, and from the Fixed Account to one or more
Sub-Accounts, subject to certain limitations. We make a transfer on the next
Valuation Date after we receive your written instructions requesting the
transfer. Transfer requests may also be made according to automated transfer
procedures that are then currently in effect, if any. We allow 12 transfers in a
Contract Year without charge. However, we may charge for each transfer in excess
of the first 12 transfers in a Contract Year, but the charge may not exceed $25.
All transfers are subject to any conditions the investment fund whose shares are
involved may impose.

Transfers from the Fixed Account

Before the Annuity Commencement Date, you may request in writing the transfer of
part of the Fixed Account Contract Value to the Variable Account under the
following conditions:

1. You may make the transfer only in the transfer period starting 30 days before
and ending 30 days after each Contract Anniversary. Only one transfer is allowed
during the transfer period.

2. The request to transfer must be received by us no more than 30 days before
the start of the transfer period and not later than the end of the transfer
period.

3. No more than 50% of the Fixed Account Contract Value may be transferred
unless the Fixed Account Contract Value would be less than $1,000 after the
transfer, in which case the full Fixed Account Contract Value may be
transferred.

4. You must transfer at least $500 or the total Fixed Account Contract Value, if
less.

No transfers from the Fixed Account may be made after the Annuity Commencement
Date.

All Other Transfers

Before the Annuity Commencement Date, you may request in writing the transfer of
all or part of a Sub-Account's value to other Sub-Accounts or to the Fixed
Account. To accomplish the transfer, appropriate Sub-Account Accumulation Units
will be redeemed and their value will be reinvested in other Sub-Accounts, or
reallocated to the Fixed Account as directed in your request.

After the Annuity Commencement Date, the Annuitant may request in writing the
transfer of the value of the Sub-Account Variable Annuity Units in the same
manner and subject to the same requirements as for a transfer of the value of
the Sub-Account Accumulation Units.

No transfers to the Fixed Account may be made after the Annuity Commencement
Date.

Dollar Cost Averaging Service

You can direct us to transfer automatically a fixed dollar amount or a specified
percentage of a Sub-Account's value to any one or more other Sub-Accounts or to
the Fixed Account. No transfers from the Fixed Account are permitted under this
service. Transfers may be made on a monthly, quarterly, semi-annual or annual
basis. The minimum transfer amount is $100.00. We make no guarantee that dollar
cost averaging will result in a profit or protect against loss.

The dollar cost averaging service will be discontinued at the earliest of one of
the following events:

1. You make a written request to discontinue this service;

2. We receive a request to begin a portfolio rebalancing service;

3. The specified transfer amount from any Sub-Account is more than the Contract
Value in that Sub-Account; or

4. Thirty-six months after the dollar cost averaging start date.

We reserve the right to discontinue, modify, or suspend this service. Any such
modification or discontinuation would not affect any dollar cost averaging
service requests already commenced.

8
<PAGE> 9

Transfers

Portfolio Rebalancing Service

You may request this service if your Contract Value is at least $25,000. If you
request this service, you direct us automatically to make periodic transfers to
maintain your specified percentage allocation among Sub-Accounts of the Variable
Account. You may also have your allocation of future Purchase Payments changed
to be equal to this specified percentage allocation. Transfers made under this
service may be made on a quarterly, semi-annual, annual, or one time only basis.

The portfolio rebalancing service will be discontinued at the earliest of one of
the following events:

1. At the termination date selected by you;

2. You make a written request to discontinue this service;

3. We receive a request to begin a dollar cost averaging service;

4. We receive a request to transfer all of the Contract Value from the
participating rebalancing Sub-Accounts;

5. We receive a request to change the allocation of future purchase payments; or

6. The Contract Value falls below $10,000.

We reserve the right to discontinue, modify, or suspend this service. Any such
discontinuation, modification or suspension could affect portfolio rebalancing
services currently in effect, but only after 30 days notice to you.

Systematic Withdrawals

You may request this service if your Contract Value is at least $25,000. You may
request to take Systematic Withdrawals from the Sub-Account's value by
surrendering a specified dollar amount or percentage of total Purchase Payments.
Systematic Withdrawals may be made on a monthly, quarterly, semi-annual or
annual basis. Systematic Withdrawals can be taken from the Variable Account
Contract and/or Fixed Account Contract Value, but you are limited annually to
10% of total cumulative Purchase Payments made under the Contract. A Surrender
Charge will be taken on the amount of any Systematic Withdrawal, which is not a
Free Surrender.

Systematic Withdrawals may be discontinued at the earliest of one of the
following events:

1. You make a written request to discontinue this service; or

2. The Contract Value falls below $10,000.

We reserve the right to discontinue, modify, or suspend Systematic Withdrawals
at any time. Any such discontinuation, modification or suspension will not
affect Systematic Withdrawals currently in effect.

Systematic Withdrawals may be subject to tax, including a penalty tax. You
should consult your tax advisor.

Surrenders

At any time prior to the Annuity Commencement Date and during the lifetime of
the Annuitant, you may surrender all or part of this Contract by sending us a
written request.

Surrenders will be taken first from Purchase Payments on a first-in, first-out
basis, then from Contract Earnings.

The amount surrendered, minus any charges, will normally be paid to you within 7
days of:

1. Receipt of your written request, and

2. Receipt of your contract.

We have the right to defer payment of surrenders from the Fixed Account for up
to 6 months from the date we receive your request.

No surrenders are allowed on or after the Annuity Commencement Date.

9
<PAGE> 10

Surrenders
(continued)

Total Surrender

Any time prior to the Annuity Commencement Date and during the lifetime of the
Annuitant, you may surrender this Contract by sending us a written request. The
amount payable on surrender is:

1. The Contract Value on the Valuation Date next following our receipt of your
request.

2. Minus the Annual Contract Charge if the surrender does not occur on a
Contract Anniversary.

3. Minus any Surrender Charges.

4. Minus any premium and other taxes.

Upon payment of the above surrender amount, this Contract is terminated and we
have no further obligation under this Contract.

Partial Surrender

At any time prior to the Annuity Commencement Date and during the lifetime of
the Annuitant, you may surrender a portion of the Fixed Account Contract Value
and/or the Variable Account Contract Value by sending us a written request. We
reserve the right to limit the number of partial surrenders you can make to 12
per Contract Year.

You must request to surrender an amount equal to at least the minimum amount
shown on the Contract Data Page.

The requested amount of the partial surrender may not exceed the amount payable
under a total surrender.

The partial surrender may not cause the remaining contract value to fall below
the amount shown on the Contract Data Page.

We will surrender Sub-Account Accumulation Units from the Variable Account,
and/or dollar amount from the Fixed Account, so that the total amount
surrendered equals the sum of the following:

1. The dollar amount of your partial surrender request.

2. Plus any Surrender Charges.

3. Plus any premium and other taxes.

If you do not specify the accounts from which surrender is to be made, surrender
will be made from the Fixed Account and the Sub-Accounts of the Variable Account
in the same proportion your interest in each account bears to the Contract
Value. Partial surrenders will be made as of the Valuation Date next following
our receipt of your request.

Surrender Charges

Order of Surrender

For purposes of determining Surrender Charges, the Contract Value is divided
into the following categories:

1. New Purchase Payments - Purchase Payments we have received and that still may
have a Surrender Charge applied as shown on the Contract Data Page.

2. Old Purchase Payments - Purchase Payments not defined as New Purchase
Payments.

3. Contract Earnings - The Contract Value at any Valuation Date minus the sum of
the New Purchase Payments and Old Purchase Payments.

Surrenders will be taken from the funds available in the following order:

1. Old Purchase Payments, until exhausted.

2. New Purchase Payments, until exhausted.

3. Contract Earnings.

Free Surrender
During any Contract Year, surrenders taken from the following amounts are not
subject to a Surrender Charge:

1. Old Purchase Payments not already surrendered.

2. The Percentage of Free Surrender shown on the Contract Data Page multiplied
by all New Purchase Payments. However, this applies only to the first surrender
made in each contract year after the first Contract Year.

3. Contract Earnings.

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<PAGE> 11

Amount of Surrender Charge

Total Surrender

The Surrender Charge for a total surrender is found by multiplying the amount of
each New Purchase Payment, surrendered and not eligible for a Free Surrender, by
the applicable Surrender Charge percentage shown on the Contract Data Page.

Partial Surrender

The Surrender Charge for a partial surrender is found by dividing (1) by (2) and
multiplying the result by (3), for each New Purchase Payment to be surrendered,
where:

1. Is the amount of the New Purchase Payment to be surrendered and not eligible
for a Free Surrender.

2. Is one minus the applicable Surrender Charge percentage shown on the Contract
Data Page.

3. Is the applicable Surrender Charge percentage shown on the Contract Data
Page.

The Surrender Charge will be deducted proportionately from the Fixed Account
and/or the Sub-Accounts from which the surrender is taken.

In computing surrenders, any portion of a Surrender Charge that is deducted from
the remaining Contract Value will be deemed a part of the surrender.

Partial surrenders result in an adjustment to the Death Benefit before the
Annuity Commencement Date. See the Amount of Death Benefit provision below.

Death Benefit Before the Annuity Commencement Date

Death of Owner

When an Owner, including any Joint Owner, dies before the Annuity Commencement
Date, we pay the Death Benefit to the Beneficiary (otherwise to the Successor
Beneficiary, otherwise to the estate of the deceased Owner) in a lump sum within
5 years of the Owner's death, unless the person designated to receive the Death
Benefit requests an Annuity Form permitted by Section 72(s) of the Code, and we
receive such request within 60 days of the date of death.

If the Owner has designated the Owner's spouse as sole Beneficiary, the
surviving spouse may continue the Contract in the name of the surviving spouse
who becomes the Owner and may exercise all rights and privileges hereunder.

Death of Annuitant When Annuitant is not Owner

When someone other than the Annuitant owns this Contract, and the Annuitant dies
before the Annuity Commencement Date while this Contract is in force, the Owner
must designate a successor Annuitant within 60 days of the date of the
Annuitant's death, otherwise the Owner becomes the Annuitant.

Amount of Death Benefit

The amount of the Death Benefit is defined as follows:

1. If an Owner dies on or before the first day of the month following such
Owner's 85th birthday, the Death Benefit is the greatest of:

a. The Contract Value on the Death Benefit Valuation Date, or

b. The Adjusted Purchase Payment Total, or

c. The Reset Death Benefit.

2. If an Owner dies after the first day of the month following such Owner's 85th
birthday, the Death Benefit is the Contract Value on the Death Benefit Valuation
Date.

The Adjusted Purchase Payment Total is defined as follows. The initial Adjusted
Purchase Payment Total is equal to the amount of the first Purchase Payment we
receive.

11
<PAGE> 12

Death Benefit Before the Annuity Commencement Date
(continued)

Amount of Death Benefit

The Adjusted Purchase Payment Total is increased by the amount of each
subsequent Purchase Payment. For each Partial Surrender, the Adjusted Purchase
Payment Total is reduced by multiplying by the fraction A divided by B, (A/B),
where:

A. Is the Contract Value immediately after the Partial Surrender,
and

B. Is the Contract Value immediately before the Partial Surrender.

The Reset Death Benefit is defined as follows. The Reset Death Benefit is zero
until the first Specified Contract Anniversary. On the Reset Contract
Anniversary, the Reset Death Benefit is equal to the Contract Value. The Reset
Death Benefit is increased by the amount of each Purchase Payment made after the
Reset Contract Anniversary. For each Partial Surrender taken after the Reset
Contract Anniversary, the Reset Death Benefit is reduced by multiplying by the
fraction A divided by B, (A/B), where:

A. Is the Contract Value immediately after the Partial Surrender,
and

B. Is the Contract Value immediately before the Partial Surrender.

The Reset Contract Anniversary is defined as the latest Specified Contract
Anniversary before the death of an Owner. Specified Contract Anniversary is
defined on the Contract Data Page.

Example of Death Benefit assuming Owner dies on or before the Owner's 85th
birthday.

1. First Purchase Payment $10,000.00
2. Initial Adjusted
Purchase
Payment Total
$10,000.00
3. Contract Value before
Partial Surrender in
Contract Year 5
$8,000.00
4. Partial Surrender in
Contract Year 5
$4,000.00
5. Contract Value after Partial
Surrender in Contract Year 5 $4,000.00
6. Adjusted Purchase Payment
Total after Partial Surrender
in Contract Year 5 (equals
(2) times (5) divided by (3))
$5,000.00
7. Reset Death Benefit
0.00
8. Death Benefit in Contract
Year 5 after Partial Surrender
(equals the largest of
(5) or (6) or (7)) $5,000.00

Payment of Death Benefit
If the Beneficiary elects a single sum payment of the Death Benefit, we will
make payment within 7 days after the Death Benefit Valuation Date. If an Annuity
Form is requested, it may be any Annuity Form that could have been selected
under the Annuity Benefits Section of this Contract and which is permitted by
Section 72(s) of the Code.

If an Annuity Form is not requested within 60 days after the date of death, the
Death Benefit will be paid in a single sum to the Beneficiary and this Contract
will end.

Death Benefit On or After the Annuity Commencement Date

When the Annuitant dies, on or after the Annuity Commencement Date, we will pay
the Beneficiary, in a lump sum, the value of the remaining proceeds, if any,
under the Annuity Form in effect.

Payment to Beneficiary

The Death Benefit is paid to the Beneficiary, if any. If there is more than one
Beneficiary, each receives an equal share, unless you have requested another
method in writing.

Contract Owner

As Owner, you may exercise all of the rights and duties under this Contract
before the Annuity Commencement Date.

Before the Annuity Commencement Date and while the Annuitant is living, you may
name or change a Beneficiary, a Successor Beneficiary or Annuitant by giving us
written notice of the change. We are not responsible for the validity of any
change. A change will take effect as of the date it is signed but will not
affect any payments we make or action we take before receiving your notice. We
need the consent of any irrevocably named person before making a requested
change.

<PAGE> 13

General Provisions

Age and Sex

If age or sex affects payments or benefits under this Contract, we may require
satisfactory proof of correct age or sex at any time. If we have made
overpayments because of incorrect age or sex information, or any error or
miscalculation, we will deduct the overpayment together with an interest charge
of 6% per annum from the next payment or payments due. We add underpayments with
interest credited at 6% per annum to the next payment.

Amendment

We reserve the right to amend this Contract in order to include any future
changes relating to this Contract's remaining qualified for treatment as an
annuity contract under the following:

1. The Code.

2. Internal Revenue Service rulings and regulations.

3. Any requirements imposed by the Internal Revenue Service.

We will promptly send you a copy of any amendments.

Assignment

This Contract may be assigned before the Annuity Commencement Date. You may
assign all rights under this Contract by giving us the original or a certified
copy of the assignment. We are not responsible for the validity of any
assignment. We are not bound by any assignment until we receive it. The
assignment will be effective on the date signed subject to any actions we have
taken prior to our receipt of the notice of assignment.

All collateral assignees must consent to any surrender. We may require that this
Contract be returned to our Home Office prior to making payment.

Deferral of Payment on Surrender

In accordance with state law, we may defer making payments from the Fixed
Account Contract Value for up to six months after receiving your request for a
total surrender, partial surrender or systematic withdrawal. If we delay
payments for 10 working days or more, we pay interest at the same rate we are
currently paying on proceeds at death from the date of the total surrender,
partial surrender or systematic withdrawal to the date of payment.

We may delay making payment of total surrender, partial surrender or systematic
withdrawal in accordance with the deferment provision of the Federal Investment
Company Act of 1940, as amended when we are not able to determine the Variable
Account Contract Value because:

1. The New York Stock Exchange is closed for trading, or

2. The Securities and Exchange Commission determines that a state of emergency
exists.

Disclaimer

We are not liable for the tax or tax penalties you owe resulting from failure to
comply with the requirements of the Code, Regulations and Rulings imposed on
this Contract. You should consult your tax advisor.

Incontestability

This Contract is incontestable from the Issue Date as to the Original Owner.

This Contract is incontestable from the effective date of any subsequent change
in Ownership, but only if we do not require evidence of insurability in
connection with the change of ownership. If we require proof of insurability,
statements made in the corresponding change of ownership application will have a
2 year contestable period running from the effective date of the change of
ownership. In the event of any material misstatement in the application to
change ownership, the Death Benefit will be the amount available on Total
Surrender on the Death Benefit Valuation Date.

13
<PAGE> 14

General Provisions
(continued)

Payments and Settlements

All payments and settlements we make are payable at our Home Office. We may
require that this Contract be returned before payments and settlements are made.

Proof of Death

We accept any of the following as proof of death:

1. A copy of a certified death certificate.

2. A copy of a certified decree of a court of competent jurisdiction as to the
finding of death.

3. Any other proof satisfactory to us.

Protection of Proceeds

Payments we make under this Contract may not be assigned before they are due
and, except as permitted by law, are not subject to claims of creditors or legal
process.

Reports

We will send you a report at least once each year showing the Contract Value and
the amount payable at surrender of the Contract. This report will be based on
any laws or regulations that apply to contracts of this type.

State Laws

This Contract is governed by the law of the state in which it is delivered. The
values and benefits of this Contract are at least equal to those required by
such state.

Termination

This Contract ends when:

1. It is surrendered for its full value, or

2. The Death Benefit is paid, whichever occurs first.

If the Contract Value is less than $1,000, we may cancel this Contract on any
Contract Anniversary which is a Valuation Date or on the next Valuation Date if
the Contract Anniversary is not a Valuation Date. This cancellation is
considered a total surrender of this Contract. However in this situation we will
pay the Contract Value without the deduction of any Surrender Charges or Annual
Contract Charges at termination.

Annuity Benefits

Application of Contract Value

On the Annuity Commencement Date, we apply the Fixed Account Contract Value to
provide a Fixed Annuity, and the Variable Account Contract Value to provide a
Variable Annuity, unless you tell us to do otherwise in a writing that we
receive at least 30 days before the Annuity Commencement Date. If the Contract
Value on the Annuity Commencement Date is less than $2,000 or the monthly
annuity payment would be less than $20 and we have not received any Purchase
Payments during the previous three full years, we may pay the Contract Value in
a single sum and cancel this Contract. We reserve the right to deduct applicable
premium and other taxes levied by any unit of government from the Contract Value
on the Annuity Commencement Date.

14
<PAGE> 15

Annuity Benefits
(continued)

Annuity Commencement Date

The Annuity Commencement Date is the date that annuity payments start. The
Annuity Commencement Date will be the first day of the month following the
Annuitant's 75th birthday, unless you choose a new Annuity Commencement Date by
giving us written notice.

If you choose a new Annuity Commencement Date, the date you select must be a
date which:

1. Is at least 13 months after the Issue Date of your Contract; and

2. Is on or before the later of the Annuitant's 85th birthday or 5 years from
the Issue Date of your Contract, but not beyond the Annuitant's 90th birthday.

To change the Annuity Commencement Date, we must receive written notice from you
at least 30 days before the current Annuity Commencement Date and at least 61
days before the new Annuity Commencement Date.

Frequency and Amount of Payments

Annuity payments will be made monthly unless we agree to a different payment
schedule. We reserve the right to change the frequency of either a Fixed Annuity
Payment or a Variable Annuity Payment so that each payment will be at least $20.

Fixed Annuity Payments

Fixed Annuity Payments start on the Annuity Commencement Date. The amount of the
first monthly payment for the Annuity Form selected, before the deduction of any
portion of the Annual Contract Charge, is shown on the Annuity Tables of this
Contract for each $1,000 of Contract Value applied. The monthly portion of the
Annual Contract Charge is deducted from the amount of each Fixed Annuity
Payment.

We may, as of the Annuity Commencement Date, offer for sale a single premium
immediate fixed annuity contract. If so, the amount of the Fixed Annuity
Payments will not be less than that which would be provided if a single premium
immediate fixed annuity contract then offered by us to Annuitants in the same
class were to be purchased with the greater of:

1. The amount payable upon surrender of this Contract; or

2. 95% of the Contract Value of this Contract.

The dollar amount of any payments after the first payment are fixed during the
entire period of annuity payments, according to the provisions of the Annuity
Form selected.

Variable Annuity Payments

Sub-Account Variable Annuity Units

Unless you request otherwise in writing, we convert the Sub-Account Accumulation
Units applicable to this Contract into Sub-Account Variable Annuity Units at the
Variable Annuity Unit Value on the Annuity Commencement Date. The number of
Sub-Account Variable Annuity Units remains constant, as long as an annuity
remains in force and allocation among the Sub-Accounts has not changed.

15
<PAGE> 16

Variable Annuity Payments
(continued)

Variable Annuity Payments

Variable Annuity Payments start on the Annuity Commencement Date. The amount of
the first monthly payment for the Annuity Form selected, before the deduction of
any monthly portion of the Annual Contract Charge, is shown on the Annuity
Tables of this Contract for each $1,000 of Contract Value applied.

We may, as of the Annuity Commencement Date, offer for sale a single premium
immediate variable annuity contract. If so, the amount of the first Variable
Annuity Payment will not be less than that which would be provided if a single
premium immediate variable annuity contract then offered by us, assuming the 4%
assumed interest rate, to Annuitants in the same class were to be purchased with
the greater of:

1. The amount payable upon surrender of this Contract; or

2. 95% of the Contract Value of this Contract.

Payments after the first payment will vary in amount and are determined on the
first Valuation Date of each subsequent month. If the monthly payment under the
Annuity Form selected is based on the Variable Annuity Unit Value of a single
Sub-Account, the monthly payment is found by:

1. Multiplying the Sub-Account Variable Annuity Unit Value on the Valuation Date
next prior to the payment date by the Net Investment Factor for the Sub-Account
for the Valuation Period that ends on the payment date;

2. Multiplying the result of 1. by a factor that offsets the 4% assumed interest
rate, producing the current value of the Sub-Account Variable Annuity Unit; and

3. Multiplying the result of 2. by the number of Variable Annuity Units under
this Contract in the Sub-Account.

If the monthly payment under the Annuity Form selected is based upon Variable
Annuity Unit Values of more than one Sub-Account, the above procedure is
repeated for each applicable Sub-Account. The sum of these payments is the total
Variable Annuity Payment.

The monthly portion of the Annual Contract Charge will then be deducted from the
total Variable Annuity Payment.

We guarantee that the amount of each payment after the first payment will not be
affected by variations in expense or mortality experience.

Optional Annuity Forms

You may select an Annuity Form or change a previous selection. The selection or
change must be in writing and received by us at least 15 days before the Annuity
Commencement Date. If no Annuity Form selection is in effect on the Annuity
Commencement Date, we automatically apply Option 2, with payments guaranteed for
10 years.

The following options are available for the Fixed Annuity Payment and the
Variable Annuity Payment:

1. Life Annuity - Payments are made as of the first Valuation Date of each month
during the Annuitant's life, starting with the Annuity Commencement Date. No
payments will be made after the Annuitant dies.

2. Life Annuity with Payments Guaranteed for 10 Years or 20 Years - Payments are
made as of the first Valuation Date of each month starting on the Annuity
Commencement Date. Payments will continue as long as the Annuitant lives. If the
Annuitant dies before all of the guaranteed payments have been made, we will pay
the value of the unpaid installments of the guaranteed payments to the
Beneficiary in a single sum.

3. Joint and Full Survivor Annuity - Payments are made as of the first Valuation
Date of each month starting with the Annuity Commencement Date. Payments will
continue as long as either the Annuitant or the Joint Annuitant is alive. No
payments will be made after both the Annuitant and the Joint Annuitant have
died.

4. Other Annuity Forms - We have other Annuity Forms available and information
about them can be obtained by writing us.

The Annuity Tables show the amount of the first annuity payment, before the
deduction of any portion of the Annual Contract Charge, due on the Annuity
Commencement Date for each $1,000 of Contract Value applied under Options 1, 2,
and 3.

16
<PAGE> 17

Annuity Tables

Life Annuity - Initial Monthly Annuity Payment Per $1,000 Applied
<TABLE>
<CAPTION>
Annuitant's Male Female
Attained Age Guaranteed Period Guaranteed Period
Nearest 120 240 120 240
Birthday None Months Months None Months Months
<S> <C> <C> <C> <C> <C> <C>
40 $4.16 $4.15 $4.11 $3.96 $3.95 $3.93
41 4.20 4.18 4.14 3.99 3.98 3.96
42 4.24 4.23 4.18 4.02 4.01 3.99
43 4.29 4.27 4.21 4.06 4.05 4.02
44 4.33 4.31 4.25 4.09 4.08 4.06
45 4.38 4.36 4.29 4.13 4.12 4.09
46 4.44 4.41 4.33 4.17 4.16 4.13
47 4.49 4.46 4.38 4.21 4.20 4.16
48 4.55 4.52 4.42 4.26 4.24 4.20
49 4.61 4.57 4.47 4.30 4.29 4.24
50 4.67 4.63 4.52 4.35 4.34 4.28
51 4.74 4.70 4.57 4.40 4.39 4.33
52 4.81 4.76 4.62 4.46 4.44 4.37
53 4.88 4.83 4.67 4.52 4.49 4.42
54 4.96 4.90 4.73 4.58 4.55 4.47
55 5.04 4.97 4.78 4.64 4.61 4.52
56 5.13 5.05 4.84 4.71 4.68 4.58
57 5.22 5.13 4.90 4.78 4.75 4.63
58 5.31 5.22 4.96 4.86 4.82 4.69
59 5.42 5.31 5.02 4.94 4.89 4.75
60 5.52 5.41 5.08 5.03 4.97 4.81
61 5.64 5.51 5.14 5.12 5.06 4.87
62 5.76 5.62 5.20 5.22 5.15 4.94
63 5.90 5.73 5.27 5.32 5.24 5.00
64 6.04 5.85 5.33 5.43 5.34 5.07
65 6.19 5.98 5.39 5.55 5.45 5.14
66 6.36 6.11 5.45 5.68 5.56 5.21
67 6.53 6.25 5.51 5.81 5.68 5.27
68 6.72 6.39 5.56 5.96 5.80 5.34
69 6.92 6.54 5.62 6.11 5.94 5.41
70 7.14 6.69 5.66 6.28 6.08 5.48
71 7.37 6.85 5.71 6.46 6.22 5.54
72 7.61 7.01 5.75 6.65 6.38 5.60
73 7.88 7.18 5.79 6.86 6.54 5.66
74 8.16 7.35 5.83 7.09 6.71 5.71
75 8.46 7.52 5.86 7.33 6.88 5.76
76 8.79 7.70 5.89 7.60 7.07 5.80
77 9.13 7.87 5.91 7.89 7.25 5.84
78 9.50 8.50 5.93 8.20 7.45 5.87
79 9.90 8.22 5.95 8.54 7.64 5.90
80 10.33 8.39 5.97 8.91 7.84 5.93
81 10.79 8.55 5.98 9.31 8.04 5.95
82 11.29 8.71 5.99 9.75 8.24 5.97
83 11.81 8.86 6.00 10.22 8.43 5.98
84 12.38 9.00 6.01 10.73 8.61 5.99
85 12.98 9.13 6.01 11.29 8.79 6.00
86 13.62 9.25 6.01 11.90 8.96 6.01
87 14.30 9.37 6.02 12.55 9.11 6.01
88 15.01 9.47 6.02 13.26 9.25 6.02
89 15.77 9.57 6.02 14.02 9.38 6.02
90 16.57 9.65 6.02 14.84 9.49 6.02
</TABLE>

17
<PAGE> 18

Joint and Survivor - Initial Monthly Annuity Payment Per $1,000 Applied
Annuitant's Attained Ages Nearest Birthday
<TABLE>
<CAPTION>
Female Age
Male Age 50 55 60 65 70 75 80 85 90
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 $4.08 $4.20 $4.30 $4.40 $4.48 $4.54 $4.59 $4.63 $4.65
55 4.15 4.30 4.45 4.60 4.72 4.83 4.90 4.96 4.99
60 4.21 4.39 4.59 4.80 4.99 5.16 5.29 5.38 5.44
65 4.25 4.47 4.71 4.99 5.27 5.53 5.76 5.93 6.04
70 4.29 4.53 4.81 5.16 5.54 5.94 6.31 6.61 6.83
75 4.31 4.57 4.89 5.29 5.77 6.32 6.89 7.41 7.81
80 4.33 4.60 4.94 5.39 5.95 6.65 7.45 8.27 8.98
85 4.34 4.61 4.98 5.45 6.08 6.90 7.93 9.11 10.26
90 4.34 4.63 5.00 5.49 6.16 7.01 8.29 9.81 11.47
</TABLE>

The above tables are based on the 1983 Individual Annuity Mortality Table, set
back three years, with interest at 4%. Annuity payments for age(s) not shown
above are available upon request.

18
<PAGE> 19

FLEXIBLE PURCHASE PAYMENT INDIVIDUAL DEFERRED RETIREMENT ANNUITY

Variable and/or Fixed Accumulation
Variable and/or Fixed Dollar Annuity Payments
Non-Participating

NOTICE

To make Purchase Payments, make a claim, or exercise your rights under this
Contract, please write to us at the address below and include your Contract
Number:

RELIASTAR [logo]

ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
P.O. Box 9004
Woodbury, New York 11797

<PAGE> 1
Code Section 403(b) Endorsement

This Endorsement amends the Flexible Premium Individual Deferred Retirement
Annuity Contract (Contract) to which it is attached. This Contract is issued in
connection with a tax sheltered annuity plan described in Section 403(b) of the
Code.

General Provisions

The following provisions apply to and replace any contrary Contract provisions.
You are responsible for determining that Purchase Payments and distributions
under this Contract comply with the following provisions.

Nontransferable

This Contract may not be transferred, sold, assigned, discounted or pledged
either as collateral for a loan or security for the performance of an obligation
or for any other purpose, to any person other than us.

Owner

The Annuitant will be the sole Owner.

Annuity Commencement Date

The Annuity Commencement Date is the date the entire interest (value of the
annuity) of the Owner will be distributed or commence to be distributed. The
Annuity Commencement Date shall not be later than the Required Beginning Date.
The Required Beginning Date is April 1 of the calendar year following the later
of the calendar year in which the Owner attains age 70 1/2 or the calendar year
in which the Owner retires.

Purchase Payments

Purchase Payments made pursuant to a salary reduction agreement in connection
with the plan under which this Contract is purchased may not in any taxable year
exceed the limit under Code section 402(g), which is $10,500 for 2000 and is
subject to a cost of living adjustment thereafter.

Effect of Law and Plan Documents

This Contract shall be subject to and interpreted in conformity with the
provisions, terms and conditions of the tax-sheltered annuity plan document of
which this Contract is a part, if any, and with the terms and conditions of
section 403(b) of the Code, the regulations thereunder, and other applicable law
(including without limitation the Employee Retirement Income Security Act of
1974, as amended, if applicable), as determined by the plan administrator or
other designated plan fiduciary or, if none, the Owner.

RELIASTAR [logo]

ReliaStar Life insurance Company of New York
1000 Woodbury Road, Suite 102
P.O. Box 9004
Woodbury, New York 11797

Executed at our Home office
- ----------------------------------------
James R. Gelder President
- ----------------------------------------
/s/ James R. Gelder
- ----------------------------------------
Susan M. Bergen Secretary
- ----------------------------------------
/s/ Susan M. Bergen

1
<PAGE> 2
General Provisions
(continued)

Disclaimer

We shall be under no obligation either:

1. To determine whether any Purchase Payment, distribution or transfer under the
Contract complies with the provisions, terms and conditions of such plan or with
applicable law; or

2. To administer such plan, including, without limitation, any provisions
required by the Retirement Equity Act of 1984.

Reserved Rights

1. Notwithstanding any provision to the contrary in this Contract or the
tax-sheltered annuity plan of which this Contract is a part, if any, we reserve
the right to amend or modify this Contract or Endorsement to the extent
necessary to comply with any law, regulations, ruling or other requirement
necessary to establish or maintain the tax advantages, protections or benefits
available to such tax-sheltered annuity under Code Section 403(b) and other
applicable law.

2. Except as otherwise set forth above, this Endorsement is subject to the
exclusions, definitions and provisions of the Contract.

Required Distributions

1. With respect to any amount which becomes payable under the Contract during
the lifetime of the Owner, such payment shall commence on or before the Required
Beginning Date and shall be payable in substantially equal amounts, no less
frequently than annually. The entire interest in the Contract shall be
distributed in the following manner:

a. In one lump sum;

b. Over the life of the Owner;

c. Over the lives of the Owner and his or her designated Beneficiary;

d. Over a period certain not exceeding the life expectancy of the Owner; or

e. Over the joint and last survivor expectancy of Owner and his or her
designated Beneficiary.

If the Owner's entire interest is to be distributed in other than one lump sum,
then the amount to be distributed each year (commencing with the Required
Beginning Date and each year thereafter) shall be determined in accordance with
Code Section 403(b)(10) and the regulations thereunder.

2. If the Owner dies after distribution of his or her interest has commenced,
the remaining portion of such interest will continue to be distributed at least
as rapidly as under the method of distribution being used immediately preceding
the Owner's death.

3. If the Owner dies before distribution has commenced, the entire interest
shall be distributed no later than December 31 of the calendar year in which the
fifth anniversary of the Owner's death occurs. However, proceeds which are
payable to a Beneficiary who is a natural person may be distributed in
substantially equal installments over the lifetime of the Beneficiary or a
period certain not exceeding the life expectancy of the Beneficiary provided
such distribution commences not later than December 31 of the calendar year
following the calendar year in which the Owner's death occurred. If the
Beneficiary is the surviving spouse of the Owner, the Beneficiary may elect not
later than December 31 of the calendar year in which the fifth anniversary of
the Owner's death occurs to receive equal or substantially equal payments over
the life or life expectancy of the surviving spouse commencing at any date prior
to the date on which the Owner would have attained age 70 1/2. Payments shall be
calculated in accordance with Code Section 403(b)(10) and the regulations
thereunder.

For the purposes of requirements 3, 4 and 5, any amount paid to a child of an
Owner shall be treated as if it had been paid to the surviving spouse if the
remainder of the interest becomes payable to the surviving spouse when the child
reaches the age of majority.

2
<PAGE> 3

Required Distributions
(continued)

4. If the Owner's spouse is not the named Beneficiary, the method of
distribution selected will assure that at least 50% of the present value of the
amount available for distribution is paid within the life expectancy of the
Owner and that such method of distribution complies with the requirements of
Code Section 403(b)(10) and the regulations thereunder.

5. For purposes of the foregoing provisions, life expectancy and joint and last
survivor expectancy shall be determined by use of the expected return multiples
in Tables V and VI of Treasury Regulation Section 1.72-9 in accordance with Code
Section 403(b)(10) and the regulations thereunder. In the case of distributions
under paragraph 4 of this Endorsement, the Owner's life expectancy or, if
applicable, the joint and last survivor expectancy of the Owner and his or her
Beneficiary, will be initially determined on the basis of attained ages in the
year the Owner reaches age 70 1/2. In the case of distribution under paragraph 2
of this Endorsement, life expectancy shall be initially determined on the basis
of the Beneficiary's attained age in the year distributions are required to
commence. Unless the Owner (or Owner's spouse) elects otherwise prior to the
date distributions are required to commence, the Owner's life expectancy and, if
applicable, the Owner's spouse's life expectancy shall be recalculated annually
based on attained ages in the year for which the required distribution is being
determined. The life expectancy of a nonspouse Beneficiary shall not be
recalculated. Therefore, payments to such nonspouse Beneficiary may not continue
for life.

In the case of a distribution other than in the form of life income or joint
life income, the annual distribution required to be made by the Required
Beginning Date is for the calendar year in which the Owner reaches age 70 1/2.
Annual payments for subsequent years, including the year in which the Required
Beginning Date occurs, must be made by December 31 of the year. The amount
distributed for each year shall equal or exceed the annuity value as of the
close of business on December 31 of the preceding year, divided by the
applicable life expectancy or joint and last survivor expectancy.

6. Distributions shall not be made prior to the date the Owner attains age 59
1/2, separates from service, becomes disabled within the meaning of Code Section
72(m)(7) or incurs a hardship within the meaning of Code Section 403(b)(11), to
the extent such distribution is attributable to:

a. Purchase Payments made pursuant to a salary reduction agreement (except to
the extent attributable to assets held as of the close of the last year
beginning before January 1, 1989); or

b. Amounts transferred to this Contract from a contract or account that was
subject to such conditions.

In the event of hardship, income attributable to such Purchase Payments or
amounts shall not be distributed.

7. The Owner or the Owner's surviving spouse as Beneficiary or the Owner's
former spouse as alternate payee under a qualified domestic order within the
meaning of Code Section 414(p), as applicable (the "Distributee"), may elect, at
the time and in the manner we prescribe, to have any portion of an eligible
rollover distribution with respect to the Distributee's interest in the Contract
paid directly by the Company as a direct rollover to an individual retirement
account described in Code Section 408(a), an individual retirement annuity
described in Section 408(b) or (except in the case of a surviving spouse as
Beneficiary) another annuity described in Code Section 403(b) specified by the
Distributee that accepts direct rollovers. An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
Distributee, other than:

a. Any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life or life
expectancy of the Distributee or for the joint lives or life expectancies of the
Distributee and his or her Beneficiary or for a specified period of ten years or
more;

b. Any distribution to the extent it is a required minimum distribution under
Code Section 403(b)(10); and

c. The portion of any distribution that is not includible in gross income.

This provision shall be interpreted in accordance with Code Section 403(b)(10)
and the regulations thereunder.

<PAGE> 1

Qualified Plan Endorsement

This Endorsement amends the Flexible Premium Individual Deferred Retirement
Annuity Contract (Contract) to which it is attached. This Contract is issued to
or purchased by the trustee of a pension or profit-sharing plan intended to
qualify under Section 401(a) of the Code.

General Provisions

The following provisions apply to and replace any contrary Contract provisions.

Nontransferable

Except as allowed by the qualified pension or profit-sharing plan of which this
Contract is a part, the Contract may not be transferred, sold, assigned,
discounted or pledged, either as collateral for a loan or as security for the
performance of an obligation or for any other purpose, to any person other than
us.

Effect of Plan Documents

This Contract shall be subject to the provisions, terms and conditions of the
qualified pension or profit-sharing plan of which the Contract is a part. Any
payment, distribution or transfer under this Contract shall comply with the
provisions, terms and conditions of such plan as determined by the plan
administrator, trustee or other designated plan fiduciary.

Disclaimer

We shall be under no obligation either:

1. To determine whether any such payment, distribution or transfer complies with
the provisions, terms and conditions of such plan or with applicable law; or

2. To administer such plan, including, without limitation, any provisions
required by the Retirement Equity Act of 1984.

Reserved Rights

Notwithstanding any provision to the contrary in this Contract or the qualified
pension or profit-sharing plan of which this Contract is a part, we reserve the
right to amend or modify this Contract or Rider to the extent necessary to
comply with any law, regulation, ruling or other requirement deemed by the
Company to be necessary to establish or maintain the qualified status of such
pension or profit-sharing plan.

Except as otherwise set forth above, this Endorsement is subject to the
exclusions, definitions, and provisions of the Contract.

RELIASTAR [logo]

ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
P.O. Box 9004
Woodbury, New York 11797

Executed at our Home Office
- -----------------------------------
James R. Gelder President
- -----------------------------------
/s/ James R. Gelder

- -----------------------------------
Susan M. Bergen Secretary
- ------------------------------------
/s/ Susan M. Bergen

<PAGE> 1

Individual Retirement Annuity Endorsement

This Endorsement amends the Flexible Premium Individual Deferred Retirement
Annuity (Contract) to which it is attached in order to qualify it as a
traditional individual retirement annuity under Section 408(b) of the Code. The
Contract, including this Endorsement, also may be used in conjunction with a
Simplified Employee Pension (SEP) under Code Section 408(k). The following
provisions apply and replace any contrary provisions of the Contract.

Nontransferable

The Annuitant is the Owner. The Contract is not transferable or assignable
(other than pursuant to a divorce decree in accordance with applicable law) and
is established for the exclusive benefit of you and your beneficiaries. It may
not be transferred, sold, assigned, alienated or pledged as collateral for a
loan or as security.

Nonforfeitable

Your entire interest in the Contract will be nonforfeitable.

Purchase Payments

Purchase Payments will be in cash or a cash equivalent. The following Purchase
Payments will be accepted under this Contract:

1. Rollover contributions described in Sections 402(c), 403(a)(4), 403(b)(8) and
408(d)(3) of the Code;

2. Amounts directly transferred from another individual retirement account or
annuity in accordance with Sections 402(e)(6) and 403(b)(10) of the Code;

3. Contributions pursuant to a SEP as provided in Section 408(k) of the Code;

4. Other Purchase Payments up to the lesser of $2,000 or 100% of compensation
includable in gross income for federal income tax purposes for any taxable year.

5. Spousal IRA Limit. If you file a joint return and your taxable compensation
is less than that of your spouse, the most that can be contributed for the year
to your IRA is the smaller of the following two amounts:

a. $2,000, or

b. The total compensation includable in the gross income of both you and your
spouse for the year, reduced by the following two amounts:

1) Your spouse's IRA contribution for the year; and

2) Any contributions for the year to a Roth IRA on behalf of your spouse.

This means that the total combined contributions that can be made for the year
to your IRA and your spouse's IRA can be as much as $4,000.

6. No contributions will be accepted under a SIMPLE IRA Plan established by any
employer pursuant to Section 408(p) of the Code. Also, no transfer or rollover
of funds attributable to contributions made by a particular employer under its
SIMPLE IRA Plan will be accepted from a SIMPLE IRA, that is, an IRA used in
conjunction with a SIMPLE IRA Plan, prior to the expiration of the 2-year period
beginning on the date the individual first participated in that employer's
SIMPLE IRA Plan.

You have the sole responsibility for determining whether any Purchase Payment
meets applicable income tax requirements. If you make a Purchase Payment greater
than that permitted by the Code, you may make a written request to withdraw the
excess pursuant to the Code, subject to applicable Contract Surrender Charges
and tax penalties.

This Contract does not require fixed Purchase Payments. Any refund of Purchase
Payments (other than those attributable to excess contributions) will be applied
before the close of the calendar year following the year of the refund toward
the payment of additional Purchase Payments or the purchase of additional
benefits.

RELIASTAR [logo]

ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
P.O. Box 9004
Woodbury, New York 11797

Executed at our Home Office
- ------------------------------------
James R. Gelder President
- ------------------------------------
/s/ James R. Gelder

- ------------------------------------
Susan M. Bergen Secretary
- ------------------------------------
/s/ Susan M. Bergen

1
<PAGE> 2

Required Distributions

Your entire Contract Value will be distributed or commence to be distributed to
you no later than April 1 of the calendar year following the calendar year in
which you attain age 70 1/2 (Required Beginning Date). You have the sole
responsibility for requesting a distribution that complies with this Endorsement
and applicable law.

With respect to any amount which becomes payable under the Contract during your
lifetime, such payment will be payable in equal amounts, no less frequently than
annually. Payments will be made:

1. In a lump sum; or

2. Over your life; or

3. Over the lives of you and your designated Beneficiary; or

4. Over a period certain not exceeding your life expectancy; or

5. Over a period certain not exceeding the joint and last survivor expectancy of
you and your designated Beneficiary.

Payments must be non-increasing or may increase only as provided in Q&A F-3 of
Proposed Treasury Regulations Section 1.401(a) (9)-1. If your entire interest is
to be distributed in other than a lump sum, the minimum amount to be distributed
each year (commencing with the calendar year following the calendar year in
which you attain age 70 1/2 and each year thereafter) will be determined in
accordance with Code Section 408(b)(3) and the regulations thereunder. We permit
partial surrenders if necessary to fund these required distributions prior to
the Annuity Commencement Date. Partial surrenders are subject to Contract
Surrender Charges.

Death Benefit

If you die after distribution of your interest has commenced, the remaining
portion of such interest will continue to be distributed at least as rapidly as
under the method of distribution being used prior to your death (pursuant to the
Annuity Form in effect, if you die after the Annuity Commencement Date).

If you die before distribution has begun, the entire interest must be
distributed no later than December 31 of the calendar year in which the fifth
anniversary of your death occurs. However, proceeds which are payable to a named
Beneficiary who is a natural person may be distributed in equal installments
over the lifetime of the Beneficiary or a period certain not exceeding the life
expectancy of the Beneficiary provided such distribution begins not later than
December 31 of the calendar year immediately following the calendar year in
which your death occurred.

If the Beneficiary is your surviving spouse, the Beneficiary may elect not later
than December 31 of the calendar year in which the fifth anniversary of your
death occurs to receive equal or substantially equal payments over the life or
life expectancy of the surviving spouse commencing at any date prior to the date
on which you would have attained age 70 1/2.

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

All distributions will be made in accordance with the requirements of Code
Section 401(a)(9), including the incidental death benefit requirements of Code
Section 401(a)(9)(G) and the regulations thereunder, including the minimum
distribution incidental benefit requirement.

Notwithstanding any provision of this Endorsement to the contrary, the
distribution of an individual's interest will be made in accordance with the
minimum distribution requirements of Code Section 408(a)(6) or 408(b)(3) and the
regulations thereunder, including the incidental death benefit provisions of
Section 1.401(a)(9)-2 of the proposed regulations.

2
<PAGE> 3

Death Benefit
(continued)

An individual may satisfy the minimum distribution requirements under Code
Sections 408(a)(6) and 408(b)(3) by receiving a distribution from one IRA that
is equal to the amount required to satisfy the minimum distribution requirements
for 2 or more IRAs. For this purpose, the Owner of 2 or more IRAs may use the
'alternative method' described in Notice 88-38, 1988-1 C.B. 524 to satisfy the
minimum distribution requirements described above.

For the purposes of this requirement, any amount paid to any of your children
will be treated as if it had been paid to your surviving spouse if the remainder
of the interest becomes payable to the surviving spouse when the child reaches
the age of majority.

If you die before the Annuity Commencement Date, no additional Purchase Payments
will be accepted under this Contract after your death unless the sole
Beneficiary is your surviving spouse and he or she elects to treat this Contract
as his or her own IRA.

Distribution Provisions

For purposes of the foregoing provisions life expectancy and joint and last
survivor expectancy will be determined by use of the expected return mutliples
in Tables V and VI of Treasury Regulation Section 1.72-9 in accordance with Code
Section 408(b)(3) and the regulations thereunder. In the case of Required
Distributions, life expectancy will be initially determined on the basis of your
attained ages in the year you reach age 70 1/2. In the case of Death Benefits,
life expectancy will be initially determined on the basis of your Beneficiary's
attained age in the year distributions are required to commence. Unless you (or
your spouse) elect otherwise prior to the time distributions are required to
commence, your life expectancy and, if applicable, your spouse's life expectancy
will be recalculated annually based on your attained ages in the year for which
the required distribution is being determined. Such election will be irrevocable
by the individual and will apply to all subsequent years. Therefore, payments to
a Beneficiary may not continue for life.

The life expectancy of a non-spouse Beneficiary will not be recalculated.
Instead, life expectancy will be calculated using the attained age of such
Beneficiary during the calendar year in which the Beneficiary attains age 70
1/2, and payments for subsequent years will be calculated based on such life
expectancy, reduced by one for each calendar year which has elapsed since the
calendar year life expectancy was first calculated.

Amendment to Conform to Law

We reserve the right to amend this Contract, or any Endorsement to this
Contract, at any time without your consent if the amendment is necessary for the
Contract to comply with changes in the Code or with any other applicable federal
or state law, rule or regulation.

Reports

We make information reports to the Internal Revenue Service and to you as
prescribed by the Internal Revenue Service. You agree to provide us at your
expense with any information we need to prepare these reports. We send an annual
calendar year report (Form 5498) to your latest address shown in our files. The
report will show the Contract Values required to be reported by the Code.

Discontinuance

We may stop accepting Purchase Payments as of the date on which the Contract no
longer meets Code requirements. We may return Purchase Payments in excess of
those allowed to you without regard to Contract provisions affecting surrenders.

Disclaimer

We are not liable for any tax or tax penalties you or your Beneficiary may owe
resulting from failure to comply with requirements imposed by the Code or by any
other applicable federal or state law, rule or regulation.

Effective Date

This Endorsement is effective as of the Contract Date. The Contract Date is the
date the Contract is issued.

General Provisions

This Endorsement is subject to all the exclusions, definitions and provisions of
the Contract which are not inconsistent herewith. In the event of conflict, this
Endorsement overrides the Contract.

<PAGE> 1
Variable Annuity Endorsement

This Endorsement amends the Flexible Premium Individual Deferred Retirement
Annuity Contract (Contract) to which it is attached.

Age

The Age and Sex provision on page 13 of the base contract has been revised to
delete any references to sex.

These tables replace tables found on pages 17 and 18 of the base contract.

Annuity Tables

UNISEX

Annuitant's Annuitant's
Attained Age Guaranteed Period Attained Age Guaranteed Period
Nearest 120 240 Nearest 120 240
Birthday None Months Months Birthday None Months Months

40 $4.01 $4.00 $3.98 66 $5.85 $5.70 $5.27
41 4.04 4.04 4.01 67 5.99 5.83 5.34
42 4.08 4.07 4.04 68 6.15 5.96 5.41
43 4.12 4.11 4.07 69 6.32 6.09 5.47
44 4.15 4.14 4.11 70 6.49 6.24 5.53
45 4.20 4.18 4.14 71 6.68 6.39 5.59
46 4.24 4.23 4.18 72 6.89 6.54 5.64
47 4.28 4.27 4.22 73 7.11 6.71 5.70
48 4.33 4.31 4.26 74 7.35 6.88 5.74
49 4.38 4.36 4.30 75 7.61 7.05 5.79
50 4.43 4.41 4.35 76 7.89 7.23 5.83
51 4.49 4.47 4.39 77 8.19 7.42 5.86
52 4.55 4.52 4.44 78 8.52 7.61 5.89
53 4.61 4.58 4.49 79 8.88 7.80 5.92
54 4.68 4.64 4.54 80 9.26 7.99 5.94
55 4.74 4.71 4.59 81 9.67 8.18 5.96
56 4.82 4.78 4.65 82 10.12 8.36 5.97
57 4.89 4.85 4.70 83 10.61 8.55 5.99
58 4.98 4.92 4.76 84 11.13 8.72 6.00
59 5.06 5.00 4.82 85 11.70 8.88 6.00
60 5.15 5.09 4.88 86 12.31 9.04 6.01
61 5.25 5.18 4.95 87 12.98 9.18 6.01
62 5.36 5.27 5.01 88 13.69 9.31 6.02
63 5.47 5.37 5.08 89 14.45 9.43 6.02
64 5.59 5.48 5.14 90 15.26 9.54 6.02
65 5.71 5.59 5.21

RELIASTAR [logo]

ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
P.O. Box 9004
Woodbury, New York 11797

Executed at our Home Office
- ------------------------------------
James R. Gelder President
- ------------------------------------
/s/ James R. Gelder
- ------------------------------------
Susan M. Bergen Secretary
- ------------------------------------
/s/ Susan M. Bergen

1
<PAGE> 2

Joint and Survivor - Initial Monthly Annuity Payment Per $1,000 Applied
Annuitant's Attained Ages Nearest Birthday

Unisex Age
Unisex Age 50 55 60 65 70 75 80 85 90
50 $4.10 $4.19 $4.27 $4.34 $4.40 $4.44 $4.47 $4.49 $4.50
55 4.19 4.32 4.44 4.55 4.64 4.71 4.76 4.79 4.82
60 4.27 4.44 4.62 4.78 4.93 5.04 5.13 5.19 5.23
65 4.34 4.55 4.78 5.02 5.24 5.44 5.60 5.71 5.78
70 4.40 4.64 4.93 5.24 5.58 5.89 6.16 6.37 6.51
75 4.44 4.71 5.04 5.44 5.89 6.37 6.82 7.19 7.47
80 4.47 4.76 5.13 5.60 6.16 6.82 7.51 8.15 8.67
85 4.49 4.79 5.19 5.71 6.37 7.19 8.15 9.16 10.07
90 4.50 4.82 5.23 5.78 6.51 7.47 8.67 10.07 11.51

The above tables are based on the 1983 Individual Annuity Mortality Table, set
back 3 years, with interest at 4%. Annuity payments for age(s) not shown above
are available upon request.

<PAGE> 1

Roth Individual Retirement Annuity Endorsement

This Endorsement amends the Flexible Premium Individual Deferred Retirement
Annuity (Contract) to which it is attached in order to qualify it as a Roth IRA
under Section 408A of the Internal Revenue Code of 1986, as amended (Code). The
following provisions apply and replace any contrary provisions of the Contract.

Nontransferable

You will be the Owner. The Contract is not transferable or assignable (other
than pursuant to a divorce decree in accordance with applicable law) and is
established for the exclusive benefit of you and your Beneficiaries. It may not
be transferred, sold, assigned, alienated, or pledged as collateral for a loan
or as security.

Nonforfeitable

Your entire interest in the Contract will be nonforfeitable.

Purchase Payments

Purchase Payments will be in cash or a cash equivalent. The following Purchase
Payments will be accepted under this Contract:

1. Qualified rollover contributions described in Section 408A(d)(3) and 408A(e)
of the Code; or

2. Other premium payments in an amount not in excess of the lesser of $2,000 or
100% of your and your spouse's compensation for any year. The $2,000 limit is
gradually reduced to $0 between certain levels of adjusted gross income (AGI).
For a single annuitant, the $2,000 annual contribution is phased out between AGI
of $95,000 and $110,000; for a married annuitant who files jointly, between AGI
of $150,000 and $160,000; and for a married annuitant who files separately,
between $0 and $10,000. In the case of a conversion, we will not accept IRA
Conversion Contributions in a tax year if the annuitant's AGI for that tax year
exceeds $100,000 or if the annuitant is married and files a separate return.
Adjusted gross income is defined in section 408A(c)(3) and does not include IRA
Conversion Contributions.

You have the sole responsibility for determining whether any Purchase Payment
meets applicable income tax requirements. Contributions to other Roth IRAs or
traditional IRAs reduce your permissible contribution on a dollar-for-dollar
basis. Contributions for any tax year may be reduced or limited depending on
your income, or, if filing jointly, your income and your spouse's income. If you
make a Purchase Payment greater than that permitted by the Code, you may make a
written request to withdraw the excess pursuant to the Code, subject to
applicable Contract Surrender Charges and tax penalties.

This Contract does not require fixed premium payments. Any refund of premiums
(other than those attributable to excess contributions) will be applied before
the close of the calendar year following the year of the refund toward the
payment of additional premiums or the purchase of additional benefits.

RELIASTAR [logo]

ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
P.O. Box 9004
Woodbury, New York 11797

1
<PAGE> 2

Death Benefit

If you die before distribution has begun, the entire interest must be
distributed to your beneficiary no later than December 31 of the calendar year
in which the fifth anniversary of your death occurs. However, proceeds which are
payable to a named Beneficiary who is a natural person may be distributed in
equal installments over the lifetime of the Beneficiary or a period certain not
exceeding the life expectancy of the Beneficiary provided such distribution
begins not later than December 31 of the calendar year immediately following the
calendar year in which your death occurred. Life expectancy is computed using
the expected return multiples in Table V of section 1.72-9 of the Income Tax
Regulation.

If the Beneficiary is your surviving spouse, the Beneficiary may elect not later
than December 31 of the calendar year in which the fifth anniversary of your
death occurs to become the annuitant and receive equal or substantially equal
payments over the life or life expectancy of the surviving spouse commencing at
any date prior to the date on which you would have attained age 70 1/2.

All distributions will be made in accordance with the requirements of Code
section 408A and the regulations thereunder.

If you die before the Annuity Commencement Date, no additional Purchase Payments
will be accepted under this Contract after your death unless the sole
Beneficiary is your surviving spouse.

Distribution Provisions

In the case of Death Benefits, life expectancy will be initially determined on
the basis of your Beneficiary's attained age in the year distributions are
required to commence. Unless you (or your spouse) elect otherwise prior to the
time distributions are required to commence, your life expectancy and, if
applicable, your spouse's life expectancy will be recalculated annually based on
your attained ages in the year for which the required distribution is being
determined.

You may be subject to tax penalties under the Code on any distribution unless
you have satisfied the five year holding period requirement specified under the
Code and:

1. Have attained age 59 1/2 or older;

2. Become disabled as defined by the Code;

3. The entire interest in this contract is received and invested in a similar
plan which is entitled to similar tax treatment under the Code; or

4. The distribution qualifies for another exemption from federal income tax
pursuant to the Code.

Amendment to Conform to Law

Reports

We make information reports to the Internal Revenue Service and to you as
prescribed by the Internal Revenue Service. You agree to provide us at your
expense with any information we need from you to prepare these reports. We send
an annual calendar year report (Form 5498) to your latest address shown in our
files. The report will show the Contract Values required to be reported by the
Code.

Discontinuance

Disclaimer

Effective Date

This Endorsement is effective as of the Contract Date.

General Provisions

This Endorsement is subject to all the exclusions, definitions and provisions of
the Contract which are not inconsistent herewith. In the event of conflict, this
Endorsement overrides the Contract.

<PAGE> 1

VARIABLE ANNUITY APPLICATION

RELIASTAR [logo]
ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
P.O. Box 9004, Woodbury, New York 11797

1. ANNUITANT Social Security number Birth Date (mo., day, yr.) Sex Occupation

Address City State Zip

2. OWNER Birth Date (mo., day, yr.) Tax I.D. or
Social Security no.

Address City State Zip

3. JOINT OWNER Birth Date (mo., day, yr.) Tax I.D. or Social
Security no.

Address City State Zip

4. BENEFICIARY Birth Date (mo., day, yr.) Relationship

5. SUCCESSOR BENEFICIARY Birth Date (mo., day, yr.) Relationship

6. PURCHASE PAYMENT ALLOCATION
An initial purchase payment of $____ is attached (must be $5,000 or more for
nonqualified and must be $2,000 or more for qualified). Please check this box
[ ] if you would like information for making future purchase payments by bank
draft.

7. PURCHASE PAYMENT ALLOCATION (whole %)
____% Fixed Account (SFA)
AIM VARIABLE INSURANCE FUNDS, INC.
____% AIM Dent Demographic Trends Fund (ADT)
THE ALGER AMERICAN FUND
____% Growth Portfolio (AGR)
____% Leveraged AllCap Portfolio (ALA)
____% Midcap Growth Portfolio (AMG)
____% Small Capitalization Portfolio (ASC)
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
____% VIP Equity-Income Portfolio (FEI)
____% VIP Growth Portfolio (FGP)
____% VIP High Income Portfolio (FHI)
____% VIP Money Market Portfolio (FMM)
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
____% VIP II Contrafund Portfolio (FCF)
____% VIP II Index 500 Portfolio (FIN)
____% VIP II Investment Grade Bond Portfolio (FIG)
JANUS ASPEN SERIES
____% Aggressive Growth Portfolio (JAG)
____% Growth Portfolio (JGP)

<PAGE> 2

____% International Growth Portfolio (JIG)
____% Worldwide Growth Portfolio (JWG)
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
____% Limited Maturity Bond Portfolio (NLM)
____% Partners Portfolio (NPP)
____% Socially Responsive Portfolio (NSR)
OCC ACCUMULATION TRUST
____% Equity Portfolio (OEP)
____% Global equity Portfolio (OGE)
____% Managed Portfolio (OMP)
____% Small Cap Portfolio (OSC)
PILGRIM VARIABLE PRODUCTS TRUST
____% VP Growth Opportunities Portfolio (PGO)
____% VP Growth + Value Portfolio (NGF)
____% VP High Yield Bond Portfolio (NHY)
____% VP International Value Portfolio (NIV)
____% VP MagnaCap Portfolio (PMP)
____% VP MidCap Opportunities Portfolio (PMO)
____% VP Research Enhanced Index Portfolio (NMS)
____% VP SmallCap Opportunities Portfolio (NIG)
PUTNAM VARIABLE TRUST
____% Putnam VT Growth & Income Fund (PGI)

____% Putnam VT New Opportunities Fund (PNO)

____% Putnam VT Voyager Income Fund (PVY)
100% TOTAL

Allocation affects all future payments until changed by you

RESTRICTIONS ON TRANSFERS FROM THE FIXED ACCOUNT. You may make a transfer in the
transfer period starting 30 days before and ending 30 days after each Contract
Anniversary. Only one transfer is allowed during the transfer period. The
request to transfer must be received by us no more than 30 days before the start
of the transfer period and not later than the end of the transfer period. No
more than 50% of the Fixed Account Contract Value may be transferred unless the
Fixed Account Contract Value would be less than $1,000 after the transfer, in
which case the full Fixed Account Contract Value may be transferred. You must
transfer at least $500 or the total Fixed Account Contract Value, if less.

8. PLAN TYPE This contract will fund the following type of plan:
[ ] IRA [ ] 403(b) [ ] SEP-IRA [ ] Nonqualified
[ ] 401(a) [ ] 408A [ ] Other ______________________
Attach appropriate adoption agreements.

9. ANNUITY COMMENCEMENT DATE (Must be on or before the later of the Annuitant's
Age 85 or five years from the date of issue, but not beyond Age 90.)
The first day of __________________(mo.), __________(yr.).

10. REPLACEMENT
Will the annuity applied for replace or change existing annuity or life
insurance? (If yes, list company, policy number and amount.)
[ ] Yes [ ] No
___________________________________________________________
___________________________________________________________

11. ANNUITY FORM SELECTION
[ ] Life annuity

<PAGE> 3

[ ] Life annuity with payments guaranteed for [ [ 10 years or [ ] 20 years
[ ] Joint and full survivor annuity
Joint annuitant ____________________________________
Birth date ______________ Relationship ___________________

If annuity form has not been selected by the annuity commencement date, the life
annuity with payments guaranteed for 10 years will be automatically effective.

NY43843-1

12. PROSPECTUS
Did the Owner receive the variable annuity prospectus describing the contract?
[ ] Yes [ ] No
If yes, which prospectus was delivered?
[ ] 47246 & 46623 Date of prospectus ________(mo.) ______(yr.).
[ ] Other - Form number ________ Date of prospectus ________(mo.) ______(yr.).

13. Does the Owner consent to delivery of prospectuses, prospectus supplements,
statements of additional information, annual and semi-annual reports, proxy
materials, transactional confirmation and periodic statements in one or more of
the following forms? (Check all that apply.)
[ ] 3.5" Floppy Disk (Requires Windows 3.1 or higher) [ ] Internet Website
[ ] CD-ROM (Requires Windows 3.1 or higher) [ ] E-Mail, and my e-mail
address is __________.

This consent is valid until revoked by the Owner in writing. The Owner
understands that ReliaStar Life Insurance Company of New York may choose to
discontinue delivery of the above types at any time and may choose to deliver a
paper version.

14. Does the Owner consent to eliminate duplicate mailings of identical
documents to the same household if they have more than one ReliaStar Life
Insurance Company of New York contract? [ ] Yes [ ] No

Under penalties of perjury, I certify that the taxpayer identification number
above is correct. I also certify that (check one):
[ ] The IRS has not notified me that I am currently subject to backup
withholding; or
[ ] I am exempt from backup withholding; or
[ ] I am currently subject to backup withholding.

I hereby represent my answers to the above questions to be correct and true to
the best of my knowledge and belief and agree that this application will be a
part of the annuity contract issued by ReliaStar Life Insurance Company of New
York. I UNDERSTAND THAT ANNUITY PAYMENTS AND ACCUMULATION VALUES, WHEN BASED
UPON THE INVESTMENT EXPERIENCE OF A VARIABLE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT. RECEIPT OF THE VARIABLE ANNUITY PROSPECTUS IS
HEREBY ACKNOWLEDGED.

Signature of applicant Date Location

Signature of owner if other than applicant Signature of Joint Owner

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

FOR AGENT ONLY

AGENT'S REPLACEMENT QUESTION
To the best of your knowledge and belief, will the proposed insurance or annuity
replace or change any existing annuity or life insurance?
[ ] Yes [ ] No If "yes," explain.

<PAGE> 4

CONTRACT TYPE [ ] A [ ] B [ ] C [ ] D [ ] E If no box is
checked, A will be in effect.

Witnessed by (signature of selling agent) Selling agent name and number (Please
print.)

PREMIUM BILLING INFORMATION
Mode of Payments (Check one box)
[ ] Single Premium [ ] Semi-Annual [ ] Monthly (List bill contracts only)\
[ ] Annual [ ] Quarterly [ ] Monthly -- Pre-Authorized Check

Payment Amount Attached Modal Payment Amount Annual Payment Amount
$ $ $

[ ] Add to Existing List Bill Number _____________________
[ ] Begin New List Bill for the Plan
Send bill to:
Plan Name
Plan Address
City State Zip

Agent: Please make check payable to ReliaStar Life Insurance Company of New York
and forward application to your broker/dealer.

FOR BROKER/DEALER ONLY

Dealer's name Authorized signature (if applicable)

BROKER/DEALER ONLY: MAIL VARIABLE ANNUITY APPLICATION AND CHECK TO:

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
1000 WOODBURY ROAD, SUITE 102
P.O. BOX 9004
WOODBURY, NEW YORK 11797

<PAGE> 1

April 27, 2000

ReliaStar Life Insurance Company of New York
1000 Woodbury Road, Suite 102
Woodbury, New York 11797

Madam/Sir:

In connection with the proposed registration under the Securities Act of 1933,
as amended, of individual variable annuity contracts (the "Contracts") issued by
ReliaStar Life Insurance Company of New York Variable Annuity Separate Account
II (the "Separate Account"), I have examined documents relating to the
establishment of the Separate Account by the Board of Directors of ReliaStar
Life Insurance Company of New York (the "Company") as a separate account for
assets applicable to variable annuity contracts, pursuant to New York Statutes
Section 4240, as amended, and the Post-effective Amendment No. 2 to the
Registration Statement on Form N-4, File No. 333-19123 (the "Registration
Statement"), and I have examined such other documents and have reviewed such
matters of law as I deemed necessary for this opinion, and I advise you that in
my opinion:

1. The Separate Account is a separate account of the Company
duly created and validly existing pursuant to the laws of the
State of New York.

2. The contracts, when issued in accordance with the Prospectus
constituting a part of the Registration Statement and upon
compliance with applicable local law, will be legal and
binding obligations of the Separate Account and the Company in
accordance with their respective terms.

3. The portion of the assets held in the Separate Account equal
to reserves and other contract liabilities with respect to the
Separate Account are not chargeable with liabilities arising
out of any other business the Company may conduct.

The Amendment does not contain disclosures that would make it ineligible to
become effective pursuant to Rule 485(b).

I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to me wherever appearing therein.

Very truly yours,

/s/ James M. Odland
- -------------------

James M. Odland, Counsel

<PAGE> 1

EX -- 99.10

INDEPENDENT AUDITORS' CONSENT

Board of Directors and Contract Holders
ReliaStar Life Insurance Company of New York

We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 333-61879 on Form N-4 of the ReliaStar Life Insurance Company of
New York Variable Annuity Separate Account II under the Securities Act of 1933,
and Amendment No. 3 to the Registration Statement under the Investment Company
Act of 1940, respectively, of our report dated February 1, 2000 related to the
financial statements of ReliaStar Life Insurance Company of New York as of and
for the years ended December 31, 1999 and 1998 appearing in the Statement of
Additional Information of such Registration Statement, and to the references to
us under the heading "Experts" appearing in the Prospectus and under the heading
"Experts" appearing in the Statement of Additional Information, all of which are
part of such Registration Statement.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
April 27, 2000

<PAGE> 1

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY OF
NEW YORK, a New York corporation, does hereby make, constitute and appoint
RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, CHRISTY M. MASON, JAMES
E. NELSON, JAMES M. ODLAND, GREG A. OLSON, JEFFREY A. PROULX, AND LORI
SOMMERFELD, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with full power of substitution, for the undersigned and in
the undersigned's name, place and stead, to sign and affix the undersigned's
name as such director and/or officer of said Company to a Registration Statement
or Registration Statements, under the Securities Act of 1933 (1933 Act) and the
Investment Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments, thereto,
to be filed by said Company with the Securities and Exchange Commission,
Washington DC, in connection with the registration under the 1933 and 1940 Acts,
as amended, of variable annuity and variable life contracts and accumulation
units in related Separate Accounts and to file those Separate Accounts with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 17th day of February, 2000.

/s/ Stephen A. Carb
-------------------
Stephen A. Carb

<PAGE> 2

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 16th day of February, 2000.

/s/ R. Michael Conley
---------------------
R. Michael Conley

<PAGE> 3

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 18th day of February, 2000.

/s/ Richard R. Crowl
--------------------
Richard R. Crowl

<PAGE> 4

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 16th day of February, 2000.

/s/ James R. Gelder
-------------------
James R. Gelder

<PAGE> 5

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 18th day of February, 2000.

/s/ Ulric Haynes, Jr.
---------------------
Ambassador Ulric Haynes, Jr.

<PAGE> 6

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 15th day of February, 2000.

/s/ Wayne R. Huneke
-------------------
Wayne R. Huneke

<PAGE> 7

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 16th day of February, 2000.

/s/ Mark S. Jordahl
-------------------
Mark S. Jordahl

<PAGE> 8

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 14th day of February, 2000.

/s/ Kenneth U. Kuk
------------------
Kenneth U. Kuk

<PAGE> 9

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 15th day of February, 2000.

/s/ James R. Miller
-------------------
James R. Miller

<PAGE> 10

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 17th day of February, 2000.

/s/ Fioravante G. Perrotta
--------------------------
Fioravante G. Perrotta

<PAGE> 11

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 15th day of February, 2000.

/s/ Robert C. Salipante
-----------------------
Robert C. Salipante

<PAGE> 12

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 15th day of February, 2000.

/s/ John G. Turner
------------------
John G. Turner

<PAGE> 13

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 18th day of February, 2000.

/s/ Charles B. Updike
---------------------
Charles B. Updike

<PAGE> 14

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

POWER OF ATTORNEY

OF DIRECTOR AND/OR OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 17th day of February, 2000.

/s/ Ross M. Weale
-----------------
Ross M. Weale