RELIASTAR BANKERS SECURITY LIFE INSURANCE CO
497, 1997-05-20
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Select*Life NY

   
May 14, 1997 PROSPECTUS
    

Flexible Premium Variable

Life Insurance Policy

                                                               [GRAPHIC OMITTED]

                                                                       RELIASTAR
                                                 ReliaStar Bankers Security Life



                                [GRAPHIC OMITTED]
                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                               1000 Woodbury Road
                            Woodbury, New York 11797
                                 --------------

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                                    ISSUED BY
           RELIASTAR BANKERS SECURITY VARIABLE LIFE SEPARATE ACCOUNT I
                                       OF
                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY

     This Prospectus describes a flexible premium variable life insurance policy
(the "Policy")  offered by ReliaStar  Bankers  Security Life  Insurance  Company
("we",  "us",  "our",  or "the  Company").  This  Policy is  designed to provide
lifetime insurance protection up to Age 95, provided the Policy's Cash Surrender
Value  (that is, the  amount  that  would be paid to you upon  surrender  of the
Policy) is sufficient to pay certain  monthly  charges  imposed under the Policy
(including the cost of insurance and certain administrative charges). It also is
designed to provide maximum  flexibility in connection with premium payments and
death  benefits by giving the Policy owner ("you",  "your") the  opportunity  to
allocate net premiums among investment  alternatives  with different  investment
objectives.  A Policy  owner may,  subject to  certain  restrictions,  including
limitations  on  premium  payments,  vary the  frequency  and  amount of premium
payments and increase or decrease the level of death benefits  payable under the
Policy. This flexibility allows a Policy owner to provide for changing insurance
needs under a single insurance contract.

     The Policy provides for a death benefit payable at the Insured's  death. As
long as the Policy  remains in force,  the death benefit will never be less than
the current  Face Amount less any Policy loans and unpaid  charges.  The minimum
Face  Amount  of the  Policy  is  currently  $25,000.  The  Face  Amount  may be
increased,  subject to certain  limitations,  provided  that the increase is not
less than  $5,000.  Generally,  the Policy  will  remain in force as long as the
Policy's  Cash  Surrender  Value  (that is, the amount that would be paid to you
upon  surrender  of the Policy) is  sufficient  to pay certain  monthly  charges
imposed in  connection  with the Policy  (including  the cost of  insurance  and
certain  administrative  charges). In addition,  the Policy will remain in force
until the  Insured  reaches Age 65 (or five Policy  Years,  if longer),  without
regard to the Cash Surrender  Value,  if on each Monthly  Anniversary  the total
premiums  paid on the Policy,  less any partial  withdrawals  and Policy  loans,
equals or exceeds the total required Minimum Monthly Premium payments  specified
in your  Policy  (which is a feature  of the Policy  called  the "Death  Benefit
Guarantee").

     Net  premiums  paid  under the  Policy  are  allocated,  according  to your
instructions,  either to the ReliaStar  Bankers Security  Variable Life Separate
Account I (the "Variable  Account"),  which is one of our separate  accounts or,
with the exception of policies issued in New Jersey, to our General Account (the
"Fixed  Account").  Any  amounts  allocated  to the  Variable  Account  will  be
allocated to one or more  Sub-Accounts  of the Variable  Account.  The assets of
each  Sub-Account  will be  invested  solely  in the  shares  of one of the four
portfolios of the Variable Insurance Products Fund ("VIP"),  in one of the three
portfolios of the Variable  Insurance Products Fund II ("VIP II"), in one of the
two funds available through the Northstar  Variable Trust or in one of the three
funds available through Putnam Variable Trust  (collectively  the "Funds").  The
accompanying   prospectus  for  each  of  the  Funds  describes  the  investment
objectives and attendant risks of each of the Funds and portfolios.

                            (Continued on next page)

THESE  SECURITIES  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  SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE  REFERENCE.  A
CURRENT  PROSPECTUS  FOR EACH OF THE FUNDS MUST  ACCOMPANY  THIS  PROSPECTUS AND
SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS.

   
THE DATE OF THIS PROSPECTUS IS MAY 14, 1997.
    

     If net premiums are  allocated to the Variable  Account,  the amount of the
Policy's  death benefit may, and the Policy's  Accumulation  Value (that is, the
total amount that a Policy  provides for  investment at any time) will,  reflect
the investment  performance of the Sub-Accounts of the Variable Account that you
select.  You bear the entire  investment  risk for any amounts  allocated to the
Variable  Account;  no minimum  Accumulation  Value in the  Variable  Account is
guaranteed.  Regardless of how net premiums are  allocated,  the Policy's  death
benefit  may,  and the Policy's  Accumulation  Value will,  also depend upon the
frequency and amount of premiums paid, any partial  withdrawals,  loans, and the
charges and deductions assessed in connection with the Policy.

     The Policy  provides  for a "free look"  period  after the  issuance of the
Policy. See "Free Look and Conversion Rights -- Free Look Rights."

     THE CHARGES IMPOSED UPON EARLY SURRENDER OR LAPSE WILL BE SIGNIFICANT.  FOR
EXAMPLE,  IF YOU MAKE  PREMIUM  PAYMENTS  NO GREATER  THAN THE  MINIMUM  MONTHLY
PREMIUM PAYMENTS  SPECIFIED IN YOUR POLICY,  YOU CAN EXPECT THAT DURING AT LEAST
THE EARLY POLICY YEARS, ALL OR  SUBSTANTIALLY  ALL OF YOUR PREMIUM PAYMENTS WILL
BE REQUIRED TO PAY THE SURRENDER  CHARGE AND OTHER CHARGES  ASSOCIATED  WITH THE
POLICY. AS A RESULT, YOU SHOULD PURCHASE A POLICY ONLY IF YOU HAVE THE FINANCIAL
CAPABILITY TO KEEP IT IN FORCE FOR A SUBSTANTIAL  PERIOD.  ALSO, CHARGES IMPOSED
UPON SURRENDER OR THE LAPSE OF THE POLICY WILL USUALLY  EXCEED THE  ACCUMULATION
VALUE OF THE POLICY  DURING THE EARLY POLICY  YEARS,  WHICH MEANS THAT  PAYMENTS
SUFFICIENT  TO MAINTAIN THE DEATH  BENEFIT  GUARANTEE  WILL BE REQUIRED TO AVOID
LAPSE  DURING  THIS  PERIOD OF TIME.  THESE SAME  CONSIDERATIONS  APPLY  AFTER A
REQUESTED  INCREASE IN FACE AMOUNT,  WHICH CREATES THE POSSIBILITY OF ADDITIONAL
CHARGES UPON  SURRENDER OR LAPSE OF THE POLICY.  SEE "PAYMENT AND  ALLOCATION OF
PREMIUMS  - AMOUNT AND  TIMING OF  PREMIUMS",  "DEATH  BENEFIT  GUARANTEE",  AND
"DEDUCTIONS AND CHARGES - SURRENDER CHARGE."

     REPLACING EXISTING INSURANCE WITH A POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR  ADVANTAGE.  IN  ADDITION,  IT MAY NOT BE TO  YOUR  ADVANTAGE  TO
PURCHASE THIS POLICY TO OBTAIN  ADDITIONAL  INSURANCE  PROTECTION IF YOU ALREADY
OWN ANOTHER FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

     THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFERING OR  SOLICITATION  IN ANY
JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE. NO
PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  REPRESENTATIONS  IN
CONNECTION  WITH THIS OFFERING OTHER THAN THOSE  CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING  FUND  PROSPECTUSES  AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

     THIS ENTIRE PROSPECTUS  SHOULD BE READ TO COMPLETELY  UNDERSTAND THE POLICY
BEING OFFERED.

     THE PRIMARY  PURPOSE OF THE POLICY IS TO PROVIDE  INSURANCE  PROTECTION FOR
THE BENEFICIARY  NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY
WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.


<TABLE>
<CAPTION>

<S>                                                                                                                              <C>
DEFINITIONS........................................................................................................................6

PART 1. SUMMARY

         How does the Policy compare to traditional life insurance?...............................................................10
         What is the Death Benefit?...............................................................................................10
         What flexibility do you have to adjust the amount of the Death Benefit?..................................................11
         What is the Death Benefit Guarantee?.....................................................................................11
         If the Death Benefit Guarantee is not in effect, what will cause the Policy to lapse?....................................11
         What is the Fixed Account?...............................................................................................11
         What is the Variable Account?............................................................................................11
         What are the minimum and maximum premium payments allowed?...............................................................11
         How are premiums allocated to the investment options?....................................................................12
         Who are the investment advisers of the Funds?............................................................................12
         What charges do we make against each premium payment?....................................................................12
         What charges do we make against the Accumulation Value?..................................................................12
         What charges do we make upon lapse or total surrender of the Policy?.....................................................12
         What is the value of the Policy if you surrender it?.....................................................................13
         Can you make partial withdrawals?........................................................................................13
         What are the free look and conversion rights?............................................................................13
         Can you transfer between the Sub-Accounts and/or the Fixed Account?......................................................13
         Can you borrow against the value of the Policy?..........................................................................14
         Are Death Benefit proceeds taxable income to the beneficiary?............................................................14
         Are Accumulation Value increases included in your taxable income?........................................................14
         Will exercising certain Policy rights have tax consequences?.............................................................14
         Who sells the Policies?..................................................................................................14

PART 2. DETAILED INFORMATION

         ReliaStar Bankers Security Life Insurance Company........................................................................14
         The Variable Account.....................................................................................................15
         Performance Information..................................................................................................15
         The Policies.............................................................................................................16
         Death Benefit............................................................................................................16
                  Death Benefit Options...........................................................................................17
                  Which Death Benefit Option to Choose............................................................................19
                  Requested Changes in Face Amount................................................................................19
                  Insurance Protection............................................................................................20
                  Change in Death Benefit Option..................................................................................21
                  Accelerated Benefit.............................................................................................22
         Payment and Allocation of Premiums.......................................................................................22
                  Issuing the Policy..............................................................................................22
                  Allocation of Premiums..........................................................................................23
                  Amount and Timing of Premiums...................................................................................24
                  Planned Periodic Premiums.......................................................................................24
                  Unscheduled Additional Premiums.................................................................................25
                  Paying Premiums by Mail.........................................................................................25
         Death Benefit Guarantee..................................................................................................25
         Accumulation Value.......................................................................................................26
         Deductions and Charges...................................................................................................27
                  Premium Expense Charge..........................................................................................27
                  Monthly Deduction...............................................................................................27
                  Surrender Charge................................................................................................28
                  Charges Against the Variable Account............................................................................29
                  Partial Withdrawal and Transfer Charges.........................................................................30
                  Reduction of Charges............................................................................................30
         Policy Lapse and Reinstatement...........................................................................................31
         Surrender Benefits.......................................................................................................31
                  Total Surrender.................................................................................................31
                  Partial Withdrawal..............................................................................................32
         Transfers................................................................................................................32
                  Telephone/Fax Transfer Requests.................................................................................33
                  Dollar Cost Averaging Service...................................................................................33
                  Portfolio Rebalancing Service...................................................................................34
         Policy Loans.............................................................................................................34
         Free Look and Conversion Rights..........................................................................................36
                  Free Look Rights................................................................................................36
                  Conversion Rights...............................................................................................37
         Investments of the Variable Account......................................................................................37
                  Fidelity's Variable Insurance Products Fund (VIP)...............................................................38
                  Fidelity's Variable Insurance Products Fund II (VIP II).........................................................39
                  Northstar Variable Trust (Northstar)............................................................................39
                  Putnam Variable Trust...........................................................................................40
                  Addition, Deletion, or Substitution of Investments..............................................................40
         Voting Rights............................................................................................................40
         General Provisions.......................................................................................................41
                  Benefits at Age 95..............................................................................................41
                  Ownership.......................................................................................................41
                  Proceeds........................................................................................................42
                  Beneficiary.....................................................................................................42
                  Postponement of Payments........................................................................................42
                  Settlement Options..............................................................................................42
                  Incontestability................................................................................................43
                  Misstatement of Age and Sex.....................................................................................43
                  Suicide.........................................................................................................41
                  Termination.....................................................................................................44
                  Amendment.......................................................................................................44
                  Reports.........................................................................................................44
                  Dividends.......................................................................................................45
                  Collateral Assignment...........................................................................................45
                  Optional Insurance Benefits.....................................................................................45
         Federal Tax Matters......................................................................................................45
                  Policy Proceeds.................................................................................................45
                  Taxation of Distributions.......................................................................................46
                  Taxation of Policies Held by Pension, Certain Deferred Compensation Plans
                    and Other Arrangements........................................................................................47
                  Taxation of ReliaStar Bankers Security Life Insurance Company...................................................47
                  Other Considerations............................................................................................48
         Legal Developments Regarding Employment -- Related Benefit Plans.........................................................48
         Distribution of the Policies.............................................................................................48
         Management...............................................................................................................49
                  Directors and Officers..........................................................................................49
         State Regulation.........................................................................................................51
         Legal Proceedings........................................................................................................51
         Bonding Arrangements.....................................................................................................51
         Legal Matters............................................................................................................51
         Experts  ................................................................................................................52
         Registration Statement Contains Further Information......................................................................52
         Financial Statements.....................................................................................................52
         Appendix A - The Fixed Account..........................................................................................A-1
         Appendix B - Calculation of Accumulation Value..........................................................................B-1
         Appendix C - Illustration of Accumulation Values, Surrender Charges,
                  Cash Surrender Values and Death Benefits.......................................................................C-1
         Appendix D - Maximum Surrender Charge Per $1,000 of Face Amount.........................................................D-1
         Appendix E - Surrender Charge Whole Life Premium Per $1,000 of Face Amount..............................................E-1

         Fund Prospectuses
                  Fidelity's Variable Insurance Products Fund (VIP):
                           Money Market Portfolio..............................................................................VIP-1
                           High Income Portfolio...............................................................................VIP-1
                           Equity-Income Portfolio.............................................................................VIP-1
                           Growth Portfolio....................................................................................VIP-1
                  Fidelity's Variable Insurance Products Fund II (VIP II):
                           Investment Grade Bond Portfolio.....................................................................VIP-1
                           Index 500 Portfolio.................................................................................VIP-1
                           Contrafund Portfolio................................................................................VIP-1
                  Northstar Variable Trust (Northstar):
                           Northstar Income and Growth Fund..............................................................Northstar-1
                           Northstar Multi-Sector Bond Fund..............................................................Northstar-1
                  Putnam Variable Trust:
                           Putnam VT Diversified Income Fund...................................................................PVT-1
                           Putnam VT Growth and Income Fund....................................................................PVT-1
                           Putnam VT Voyager Fund..............................................................................PVT-1

</TABLE>


DEFINITIONS

ACCUMULATION VALUE.  The total value  attributable to a specific  Policy,  which
     equals the sum of the Variable  Accumulation Value (the total of the values
     in each  Sub-Account  of the Variable  Account) and the Fixed  Accumulation
     Value (the value in the Fixed Account). See "Accumulation Value" at page 26
     and Appendix B.

AGE. The Insured's  age at the last  birthday  determined as of the beginning of
     each Policy Year.

CASH SURRENDER  VALUE. The Accumulation  Value less any Surrender  Charge,  Loan
     Amount and unpaid Monthly Deductions.

CASH VALUE. The Accumulation Value less any Surrender Charge.

CODE. Internal Revenue Code of 1986, as amended.

DEATH BENEFIT. The amount  determined  under the applicable Death Benefit Option
     (the Level  Amount  Option or the  Variable  Amount  Option).  The proceeds
     payable  to the  beneficiary  of the Policy  upon the death of the  Insured
     under  either Death  Benefit  Option will be reduced by any Loan Amount and
     any unpaid Monthly Deductions. See "Death Benefit" at page 16.

DEATH BENEFIT  GUARANTEE. A feature of the Policy  guaranteeing  that the Policy
     will not lapse before the Insured  reaches Age 65 (or five Policy Years, if
     longer) if, on each Monthly  Anniversary,  the total  premiums  paid on the
     Policy, less any partial withdrawals and any Loan Amount, equals or exceeds
     the total  required  Minimum  Monthly  Premium  payments  specified in your
     Policy,  including  the Minimum  Monthly  Premium  for the current  Monthly
     Anniversary. See "Death Benefit Guarantee" at page 25.

DEATH BENEFIT  OPTION.  Either of two death benefit options  available under the
     Policy (the Level Amount Option and the Variable Amount Option). See "Death
     Benefit --Death Benefit Options" at page 17.

FACE AMOUNT.  The minimum  Death  Benefit under the Policy as long as the Policy
     remains in force. See "Death Benefit" at page 16.

FIXED ACCOUNT.  The assets of ReliaStar  Bankers Security Life Insurance Company
     other than those  allocated to the Variable  Account or any other  separate
     account. See Appendix A.

FIXED ACCUMULATION  VALUE.  The value  attributable  to a specific Policy to the
     extent  such  amount is  attributable  to the Fixed  Account  (our  General
     Account).  Unlike the Variable  Accumulation  Value, the Fixed Accumulation
     Value  will not  reflect  the  investment  performance  of the  Funds.  See
     "Accumulation Value" at page 26 and Appendix B.

FUNDS. Any open-end management investment company (or portfolio thereof) or unit
     investment  trust (or series  thereof)  in which a  Sub-Account  invests as
     described herein. See "Investments of the Variable Account" at page 37.

INSURED. The person upon whose life the Policy is issued.

ISSUE DATE. The date insurance coverage under a Policy begins.

LEVEL AMOUNT  OPTION.  One of two  Death  Benefit  Options  available  under the
     Policy.  Under this option, the Death Benefit is the greater of the current
     Face  Amount  or the  corridor  percentage  of  Accumulation  Value  on the
     Valuation  Date on or next following the date of the Insured's  death.  See
     "Death Benefit--Death Benefit Options" at page 17.

LOAN AMOUNT.  The sum of all unpaid Policy loans  including  unpaid interest due
     thereon. See "Policy Loans" at page 34.


MINIMUM FACE  AMOUNT.  The minimum  Face Amount  shown in the Policy  (currently
     $25,000).

MINIMUM MONTHLY  PREMIUM.  A monthly premium amount  specified in the Policy and
     determined  by us at issuance of the Policy.  The initial  Minimum  Monthly
     Premium  will  depend upon the  Insured's  sex,  Age at issue,  Rate Class,
     optional  insurance benefits added by rider, and the Initial Face Amount. A
     requested  increase or decrease in the Face  Amount,  a change in the Death
     Benefit Option, or the addition or termination of a Policy rider may change
     the Minimum Monthly  Premium.  The Minimum  Monthly Premium  determines the
     payments  required  to maintain  the Death  Benefit  Guarantee.  See "Death
     Benefit Guarantee" at page 25.

MONTHLY ANNIVERSARY.  The same date in each succeeding month as the Policy Date.
     Whenever  the  Monthly  Anniversary  falls on a date other than a Valuation
     Date, the Monthly  Anniversary  will be considered to be the next Valuation
     Date. The first Monthly Anniversary is on the Policy Date.

MONTHLY DEDUCTION.  A monthly charge deducted from the Accumulation Value of the
     Policy.   This  charge   includes  the  cost  of  insurance,   the  Monthly
     Administrative  Charge,  the Monthly Mortality and Expense Risk Charge, and
     any charges for optional insurance benefits.  See "Deductions and Charges -
     Monthly Deduction" at page 27.

MONTHLY  ADMINISTRATIVE  CHARGE.  A monthly  charge to reimburse us for expenses
     incurred in  administering  the Policy.  This charge is part of the Monthly
     Deduction.  The amount of this charge is  currently  $7.50 per month and is
     guaranteed  not to exceed the product of $5.00 and the ratio (not to exceed
     2.00) of (a) the Consumer  Price Index (for all urban  households)  for the
     preceding September to (b) the Consumer Price index for September 1985. See
     "Deductions and Charges--Monthly Deduction" at page 27.

MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for
     certain  mortality  and  expense  risks we  assume  under the  Policy.  The
     Mortality and Expense Risk Charge is anticipated to be charged at an annual
     rate of .75 of 1% (.75%) of the Variable  Accumulation  Value of the Policy
     but in no event  will it  exceed .9 of 1% (.90%)  for the  duration  of the
     Policy.  See "Deductions  and Charges - Monthly  Mortality and Expense Risk
     Charge" at page 28.

NET  PREMIUM. The gross premium less a Premium Expense Charge deducted from each
     premium.

NORTHSTAR. Northstar Variable Trust
         Northstar Income and Growth Fund
         Northstar Multi-Sector Bond Fund

PLANNED  PERIODIC  PREMIUM.  The  scheduled  premium  selected by you of a level
     amount at a fixed interval. The initial Planned Periodic Premium you select
     will be shown in the Policy.  See  "Payment and  Allocation  of Premiums --
     Planned Periodic Premiums" at page 24.

POLICY, POLICIES. The flexible premium variable life insurance Policy offered by
     us and described in this Prospectus.

POLICY ANNIVERSARY.  The same date in each  succeeding  year as the Policy Date.
     Whenever  the Policy  Anniversary  falls on a date  other than a  Valuation
     Date,  the Policy  Anniversary  will be considered to be the next Valuation
     Date.

POLICY DATE. The Policy Date is used in determining Policy Years, Policy Months,
     Monthly  Anniversaries,  and Policy Anniversaries.  The Policy Date will be
     shown in the Policy.

POLICY MONTH. A month beginning on the Monthly Anniversary.

POLICY YEAR. A year beginning on the Policy Anniversary.

PREMIUM EXPENSE  CHARGE.  An amount  deducted  from each  premium  payment.  The
     Premium  Expense  Charge is currently  5.00% of each premium  payment.  See
     "Deductions and Charges --Premium Expense Charge" at page 27.

PREMIUM RELATED SURRENDER CHARGE REDUCTION.  A reduction to the Surrender Charge
     when total  premiums  paid are less than the  Surrender  Charge  Whole Life
     Premium. See "Deductions and Charges--Surrender Charge" at page 28.

PUTNAM VARIABLE TRUST
         Putnam VT Diversified Income Fund
         Putnam VT Growth and Income Fund
         Putnam VT Voyager Fund

RATE CLASS. A group of Insureds we determine based on our expectation  that they
     will have similar mortality experience.

SEC. Securities and Exchange Commission.

SIGNATURE GUARANTEE. A guarantee  of your  signature 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 us.

SUB-ACCOUNT. A sub-division of the Variable  Account.  Each Sub-Account  invests
     exclusively in the shares of a specified Fund.

SURRENDER CHARGE. A charge  imposed upon total  surrender or lapse of the Policy
     during  the first 15 Policy  Years  and the  first 15 years  following  any
     requested increase in Face Amount. See "Deductions and Charges  --Surrender
     Charge" at page 28.

SURRENDER CHARGE WHOLE LIFE PREMIUM.  An amount used in calculating  the Premium
     Related  Surrender Charge Reduction The Surrender Charge Whole Life Premium
     will equal the amount obtained by dividing the Face Amount or the amount of
     a requested  increase,  as the case may be, by $1,000,  and multiplying the
     result by the  applicable  factor  from  Appendix  E. See  "Deductions  and
     Charges--Surrender Charge" at page 28.

UNIT VALUE. The unit measure by which the value of the Policy's interest in each
     Sub-Account is determined. See Appendix B.

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;  Presidents' Day;
     Good Friday;  Memorial Day; July Fourth;  Labor Day;  Thanksgiving Day; and
     Christmas Day. See Appendix B.

VALUATION PERIOD. The period between two successive Valuation Dates,  commencing
     at the close of  business  of a  Valuation  Date and ending at the close of
     business of the next Valuation Date. See Appendix B.

VARIABLE ACCOUNT. ReliaStar Bankers Security Variable Life Separate Account I, a
     separate  investment  account  established  by us to receive and invest Net
     Premiums paid under the Policy. See "The Variable Account" at page 15.

VARIABLE ACCUMULATION  VALUE. The value attributable to a specific Policy to the
     extent  such  amount  is   attributable  to  the  Variable   Account.   See
     "Accumulation Value" at page 26 and Appendix B.

VARIABLE AMOUNT OPTION.  One of two Death Benefit  Options  available  under the
     Policy.  Under this  option,  the Death  Benefit is the greater of the Face
     Amount plus the Accumulation Value of the Policy, or the Accumulation Value
     multiplied  by the corridor  percentage  on the  Valuation  Date on or next
     following  the date of the  Insured's  death.  See "Death  Benefit  --Death
     Benefit Options" at page 17.

VIP. Variable Insurance Products Fund
         Money Market Portfolio
         High Income Portfolio
         Equity-Income Portfolio
         Growth Portfolio

VIP II. Variable Insurance Products Fund II
         Investment Grade Bond Portfolio
         Index 500 Portfolio
         Contrafund Portfolio

WE, US, OUR. ReliaStar Bankers Security Life Insurance Company.

YOU, YOUR. The Policy owner as designated in the  application  for the Policy or
     as  subsequently  changed.  If a Policy has been absolutely  assigned,  the
     assignee  is the Policy  owner.  A  collateral  assignee  is not the Policy
     owner.


PART 1. SUMMARY

     This is a brief summary of the Policy's features. More detailed information
follows later in this Prospectus.

HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE?

     Like traditional life insurance:

     *    The Policy  provides a  guaranteed  minimum  amount of life  insurance
          coverage.

     *    As long as you meet the requirements for the Death Benefit  Guarantee,
          your Policy will remain in force until the Insured  reaches Age 65 (or
          five Policy Years, if longer).

     *    You can  surrender  the Policy while the Insured is living and receive
          its Cash Surrender Value.

     *    The Policy has a loan value.

     *    The Fixed Accumulation Value is guaranteed.

     Unlike traditional life insurance:

     *    You choose where the Net Premiums for the Policy are invested.

     *    You may transfer existing values among the investment options.

     *    The Variable  Accumulation Value may increase or decrease based on the
          investment performance of the Funds you select.

     *    You choose between two Death Benefit Options.

     *    You choose the amount and frequency of your premium payments.

     *    After the first  Policy  Year,  you can  increase or decrease the Face
          Amount.

WHAT IS THE DEATH BENEFIT?

     You choose one of two Death  Benefit  Options  --the Level Amount Option or
the Variable  Amount Option.  The Death Benefit under the Level Amount Option is
the  greater of the Face Amount or the  corridor  percentage  multiplied  by the
Accumulation  Value on the Valuation  Date on or next  following the date of the
Insured's  death. The Death Benefit under the Variable Amount Option is equal to
the greater of the Face  Amount plus the  Accumulation  Value,  or the  corridor
percentage multiplied by the Accumulation Value on the Valuation Date on or next
following the date of the Insured's death. See "Death Benefit."

     The  proceeds  payable  upon the death of the Insured  under  either  Death
Benefit  Option  will be  reduced  by any Loan  Amount  and any  unpaid  Monthly
Deductions.

     The Death  Benefit  will never be less than the Face  Amount as long as the
Policy is in force and there is no Loan Amount or unpaid Monthly Deductions.

     Under certain  circumstances a part of the Death Benefit may be paid to you
when  the  Insured  has  been  diagnosed  as  having  a  terminal  illness.  See
"Accelerated Benefit."

WHAT FLEXIBILITY DO YOU HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?

     After the second  Policy  Year,  you have  flexibility  to adjust the Death
Benefit by  increasing or decreasing  the Face Amount.  You cannot  decrease the
Face Amount below the Minimum  Face Amount shown in the Policy.  Any increase in
the Face Amount must be at least $5,000 and may require  additional  evidence of
insurability  satisfactory  to us and will  result in  additional  charges.  See
"Death Benefit --Requested Changes in Face Amount."

     Generally,  you may also change the Death Benefit  Option at any time after
the second Policy Year. See "Death Benefit --Change in Death Benefit Option."

     For a discussion of available  techniques to adjust the amount of insurance
protection to satisfy changing  insurance needs, see "Death Benefit  --Insurance
Protection."

WHAT IS THE DEATH BENEFIT GUARANTEE?

     Until the Insured reaches Age 65 (or five Policy Years, if longer),  if you
meet the  requirements  for the Death  Benefit  Guarantee we will not lapse your
Policy,  even if the Cash Surrender Value is not sufficient to cover the Monthly
Deduction that is due. See "Death Benefit Guarantee."

IF THE DEATH BENEFIT  GUARANTEE IS NOT IN EFFECT,  WHAT WILL CAUSE THE POLICY TO
LAPSE?

     The  Policy  will only lapse if the Cash  Surrender  Value is less than the
Monthly  Deduction  due  and if a grace  period  of 61 days  expires  without  a
sufficient  payment.  The Policy thus  differs in two  important  respects  from
traditional life insurance. First, the failure to pay a Planned Periodic Premium
will not  automatically  cause  the  Policy to lapse.  Second,  even if  Planned
Periodic  Premiums have been paid,  the Policy may lapse.  See "Policy Lapse and
Reinstatement --Lapse."

WHAT IS THE FIXED ACCOUNT?

     The Fixed  Account  consists  of all of our assets  other than those in our
separate  accounts  (including the Variable  Account).  We credit interest of at
least 4% per year on any  amounts  you have in the Fixed  Account.  From time to
time we may guarantee  interest in excess of 4%.  Interests in the Fixed Account
have not been  registered  under  the  Securities  Act of 1933 nor is the  Fixed
Account subject to the  restrictions of the Investment  Company Act of 1940. See
Appendix A, "The Fixed Account."

WHAT IS THE VARIABLE ACCOUNT?

     The ReliaStar  Bankers Security  Variable Life Separate Account I is one of
our separate  accounts.  Only premiums from our variable life insurance policies
are invested in the Variable Account. See "The Variable Account."

     The Variable Account is divided into  Sub-Accounts.  Premiums  allocated to
each  Sub-Account  are  invested  in  shares,  at net asset  value,  of the Fund
corresponding to that Sub-Account. The Variable Accumulation Value of the Policy
will vary with, among other things,  the investment  performance of the Funds to
which Policy  premiums are allocated and the charges  deducted from the Variable
Accumulation Value. See "Accumulation Value."

WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED?

     With  certain  restrictions,  you can choose when you pay  premiums and how
much each  payment  will be.  In most  cases,  however,  payment  of  cumulative
premiums  sufficient to maintain the Death Benefit Guarantee will be required to
keep the Policy in force during at least the first  several  Policy  Years.  See
"Death  Benefit  Guarantee."  We may choose not to accept a payment of less than
$25.00. We do, however, reserve the right to limit the amount of any payment and
certain  maximum  limits  apply.  We will return to you any premium  paid to the
extent that total premiums paid,  both scheduled and  unscheduled,  would exceed
the current  maximum premium  payments  allowed for life insurance under Federal
tax law.  See  "Payment  and  Allocation  of  Premiums  --Amount  and  Timing of
Premiums."

HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS?

     You choose the premium  allocation  on the  application.  You can  allocate
premiums to the Fixed Account  and/or one or more  Sub-Accounts  of the Variable
Account.  The Fixed Account is not available to allocate premiums under policies
issued in New Jersey.  The initial  allocation  remains in effect for any future
premium  payments  until you change it. See "Payment and  Allocation of Premiums
- --Allocation of Premiums."

WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?

     Fidelity  Management & Research Company is the investment  adviser of VIP's
four portfolios and of VIP II's three portfolios.

     Northstar Investment Management  Corporation,  an affiliate of ours, is the
investment adviser of Northstar's two funds.

     Putnam Investment Management,  Inc. ("Putnam Management") is the investment
adviser of Putnam Variable Trust's three funds.

     For the expenses of each Fund see "Deductions and Charges - Charges Against
the Variable Account."

WHAT CHARGES DO WE MAKE AGAINST EACH PREMIUM PAYMENT?

     We deduct an amount (the  Premium  Expense  Charge)  from each  premium and
credit the  remaining  premium (the Net Premium) to the Fixed  Account or to the
Variable  Account in  accordance  with your  instructions.  The Premium  Expense
Charge is 5.00% of each premium  payment.  See "Deductions and Charges - Premium
Expense Charge."

WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE?

     The  Accumulation  Value of the Policy is subject to several  charges --the
Monthly Deduction and transfer and partial withdrawal charges.

     The  Monthly  Deduction  will be  deducted  monthly  from  both  the  Fixed
Accumulation Value and the Variable  Accumulation Value and includes the cost of
insurance,  the Monthly Administrative Charge, the Monthly Mortality and Expense
Risk Charge,  and charges for optional insurance benefits (other than any Waiver
of  Monthly  Deduction  rider).  The cost of  insurance  will be  determined  by
multiplying the applicable cost of insurance  rate(s) by the net amount at risk.
The Monthly Administrative Charge is currently $7.50 per month and is guaranteed
not to exceed the product of $5.00 and the ratio (not to exceed 2.00) of (a) the
Consumer Price Index (for all urban  households) for the preceding  September to
(b) the Consumer  Price Index for  September  1985.  The Monthly  Mortality  and
Expense  Risk  Charge is  anticipated  to be equal to  one-twelfth  of .75 of 1%
(.75%) of the Variable Accumulation Value (that is, the total value attributable
to a specific  Policy in the  Sub-Accounts  of the  Variable  Account) but in no
event will it exceed .9 of 1% (.90%) for the duration of the Policy. The charges
for  optional  insurance  benefits  will  vary  depending  upon  the  benefit(s)
selected. See "Deductions and Charges --Monthly Deduction."

     There is  currently  no charge  imposed for each  transfer but we presently
charge  $10.00  for  each  partial  withdrawal.  The  charge  for  transfers  is
guaranteed  not to exceed  $25.00 per transfer for transfers in excess of 12 per
Policy Year for the duration of the Policy.  The charge for partial  withdrawals
is  guaranteed  not to  exceed  $25.00  for  the  duration  of the  Policy.  See
"Deductions and Charges --Partial Withdrawal and Transfer Charges."

WHAT CHARGES DO WE MAKE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY?

     During  the  first 15 years  the  Policy is in force and the first 15 years
following a  requested  increase  in the Face  Amount,  there is a charge if the
Policy  lapses  or  you  surrender  the  Policy  (the  Surrender  Charge).   See
"Deductions and Charges --Surrender Charge" and Appendixes D and E.

     The  maximum  Surrender  Charge  on  the  Initial  Face  Amount  and on any
requested  increases in Face Amount will be determined on the Policy Date and on
the  effective  date of any such  requested  increase,  as the case may be. This
maximum  charge then  remains  level during the first five years in the relevant
15-year period,  and then reduces in equal monthly  increments  until it becomes
zero at the end of 15 years.  Thus,  if the Policy  remains in force  during the
entire relevant 15-year period, you do not pay this charge.

     The  Surrender  Charge on the  Initial  Face  Amount  will  depend upon the
Initial Face Amount,  the Insured's Age on the Policy Date,  the Insured's  sex,
and the Insured's Rate Class. The Surrender Charge on any requested  increase in
Face Amount will depend upon the Face Amount of the increase,  the Insured's Age
on the effective date of the increase, the Insured's sex, and the Insured's Rate
Class on the effective date of the increase.

     The  Surrender  Charge  imposed  upon  early  surrender  or  lapse  will be
significant.  As a result,  you should  purchase  a Policy  only if you have the
financial capability to keep it in force for a substantial period of time.

WHAT IS THE VALUE OF THE POLICY IF YOU SURRENDER IT?

     In general, the Cash Surrender Value is the amount you would receive if you
surrender the Policy.  To determine the Cash Surrender Value,  your Accumulation
Value is reduced by the Surrender Charge, if any, and any Loan Amount and unpaid
Monthly Deductions.

CAN YOU MAKE PARTIAL WITHDRAWALS?

     Yes,  you can  withdraw  part of your Cash  Surrender  Value.  Each partial
withdrawal  must be at least $500.  You will not incur a Surrender  Charge,  but
partial  withdrawals  are subject to a processing  charge.  We currently  make a
$10.00  charge for each  partial  withdrawal.  The charge is  guaranteed  not to
exceed $25.00 per partial withdrawal.  Only one partial withdrawal is allowed in
any Policy Year. See "Surrender Benefits --Partial Withdrawal."

WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS?

     You have a limited free look period during which you have a right to return
the  Policy  and  receive  a refund of all  premiums  paid.  See "Free  Look and
Conversion  Rights -- Free Look  Rights."  The Policy  must be returned to us by
midnight of the 20th day after you receive it.

     Also, the Policy may in effect be converted in whole or in part to a "fixed
benefit"  policy  (providing  benefits  that do not  vary  with  the  investment
performance  of the  Variable  Account)  at any time during the first two Policy
Years by transferring all or part of the  Accumulation  Value of the Policy from
the Variable  Account to the Fixed Account.  For policies  issued in Connecticut
and New Jersey,  the  conversion  right may be  exercised by  transferring  to a
different  permanent fixed benefit life insurance  policy offered by us in those
states.  See "Free Look and  Conversion  Rights  --Conversion  Rights."  Similar
conversion rights will be available for requested  increases in the Face Amount.
See "Free Look and Conversion Rights."

CAN YOU TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT?

     Subject  to  certain  restrictions,  you can  transfer  all or part of your
Accumulation  Value between the investment  options of the Policy.  We currently
allow up to twelve  transfers  per year.  Transfers  from the Fixed  Account are
subject to certain additional restrictions. We reserve the right to limit you to
12  transfers  per year and to make a charge for each  transfer in excess of 12.
(Transfers to or from the Fixed Account are not available for policies issued in
New  Jersey.)  We  currently  make no charge for each  transfer.  This charge is
guaranteed  not to exceed  $25.00 per transfer for transfers in excess of 12 per
year.  To the extent,  however,  that you request a transfer  from the  Variable
Account to the Fixed  Account in  connection  with  exercising  your  conversion
rights  under the Policy,  the limit on the number of  transfers  and the charge
will not apply.  See "Free Look and  Conversion  Rights--Conversion  Rights" and
"Transfers."

CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?

     At any time after the first Policy  Year,  you can borrow the Cash Value of
the Policy  less any  existing  Loan  Amount.  Each loan must be at least  $500.
Interest is payable in advance  for each  Policy  Year and  accrues  daily at an
effective annual rate that will not exceed 6.00% (which is 5.66% when payable in
advance). After the tenth Policy Year, we will charge interest at an annual rate
of 4.00%  (which is 3.85% when  payable in  advance) on the portion of your Loan
Amount that is not in excess of (a) the Accumulation  Value,  less (b) the total
of all premiums paid net of all partial withdrawals. See "Policy Loans."

ARE DEATH BENEFIT PROCEEDS TAXABLE INCOME TO THE BENEFICIARY?

     Under  current  Federal  tax law, as long as the Policy  qualifies  as life
insurance the Death Benefit under the Policy will be subject to the same Federal
income tax treatment as proceeds of traditional life insurance.  Therefore,  the
Death Benefit should not be taxable income to the beneficiary.  See "Federal Tax
Matters --Policy Proceeds."

ARE ACCUMULATION VALUE INCREASES INCLUDED IN YOUR TAXABLE INCOME?

     Under  current  Federal  tax law, as long as the Policy  qualifies  as life
insurance, Accumulation Value increases will also be subject to the same Federal
income tax treatment as traditional life insurance cash values.  Therefore,  any
increases  should  accumulate on a tax deferred basis.  See "Federal Tax Matters
- --Policy Proceeds."

WILL EXERCISING CERTAIN POLICY RIGHTS HAVE TAX CONSEQUENCES?

     A change of owners, a partial  withdrawal,  a total surrender,  or a Policy
loan may have tax consequences  depending on the particular  circumstances.  See
"Federal Tax Matters --Policy Proceeds."

WHO SELLS THE POLICIES?

     The Policies are sold by licensed  insurance agents who are also registered
representatives of broker-dealers  registered under the Securities  Exchange Act
of 1934 and who are members of the National  Association of Securities  Dealers,
Inc. Washington Square Securities,  Inc., an affiliate of ours, is the Principal
Underwriter of the Policies. See "Distribution of the Policies."

PART 2. DETAILED INFORMATION

RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY

     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, and in 1996 we
adopted our present name. We are authorized to transact  business in all states,
the District of Columbia,  and the Dominican Republic. We were the first company
to write  credit life  insurance  and until 1950 our  business  was  confined to
credit life  insurance on a group and individual  basis  initiated in connection
with loans made by banks and other  lenders.  In 1950 we began writing  ordinary
life  insurance.  In 1962 we acquired,  through  merger,  Postal Life  Insurance
Company, a New York chartered stock life insurance company. In 1971 we acquired,
through merger, Congressional Life Insurance Company, a New York chartered stock
life insurance company. In 1996 we acquired,  through merger, The North Atlantic
Life  Insurance  Company  of  America,  also a New  York  chartered  stock  life
insurance company.

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

     On  December  20,  1979,  we  became a  wholly-owned  subsidiary  of United
Services Life Insurance  Company  ("United  Services") which became an indirect,
wholly owned subsidiary of ReliaStar Financial Corp. ("ReliaStar"), formerly The
NWNL Companies,  Inc., when ReliaStar acquired USLICO Corporation on January 20,
1995.  ReliaStar is a holding  company  whose  subsidiaries  specialize  in life
insurance and related financial services businesses.

THE VARIABLE ACCOUNT

     The  Variable  Account is a Separate  Account of ours,  established  by the
Board of  Directors  on March 23, 1982  pursuant to the laws of the State of New
York.  The Variable  Account  will receive and invest the Net Premiums  paid and
allocated to it under this Policy.  In addition,  the Variable Account currently
receives  and  invests  net  premiums  for another  class of  scheduled  premium
variable  life  insurance  policy  and may do so for  additional  classes in the
future.  The Variable Account meets the definition of a "separate account" under
the  federal  securities  laws  and has been  registered  with the SEC as a unit
investment trust under the Investment Company Act of 1940. The registration does
not involve  supervision by the SEC of the management or investment  policies or
practices of the Variable Account, us, or the Funds.

     We own the assets of the Variable Account. However, the New York laws under
which the Variable  Account was  established  provide that the Variable  Account
cannot be charged  with  liabilities  arising  out of any other  business we may
conduct.  We are  required  to maintain  assets  which are at least equal to the
reserves and other liabilities of the Variable  Account.  We may transfer assets
which exceed these reserves and  liabilities  to our general  account (the Fixed
Account).

     For a description of the Fixed Account, see Appendix A to this Prospectus.

PERFORMANCE INFORMATION

     Performance  information for the  Sub-Accounts of the Variable  Account and
the Funds  available  for  investment  by the  Variable  Account  may  appear in
advertisements,  sales  literature,  or reports to Policy owners or  prospective
purchasers. Performance information for the Sub-Accounts will reflect deductions
of Fund  expenses  and be  adjusted to reflect the  Mortality  and Expense  Risk
Charge,  but will  not  reflect  deductions  for the  cost of  insurance  or the
Surrender  Charge.  Quotations of performance  information for the Funds will be
accompanied  by  performance  information  for the  Sub-  Accounts.  Performance
information  for the Funds will take into  account  all fees and  charges at the
Fund level,  but will not  reflect any  deductions  from the  Variable  Account.
Performance   information  reflects  only  the  performance  of  a  hypothetical
investment  during a particular time period in which the calculations are based.
Performance  information  showing total returns and average annual total returns
may be provided for periods prior to the date a Sub-Account commenced operation.
Such performance information will be calculated based on the assumption that the
Sub-Accounts  were in existence for the same periods as those  indicated for the
Funds,  with the level of charges  at the  Variable  Account  level that were in
effect at the inception of the Sub-Accounts.  Performance  information should be
considered in light of the investment  objectives and policies,  characteristics
and quality of the portfolio of the Fund in which the Sub-Account  invests,  and
the  market  conditions  during  the given  period of time,  and  should  not be
considered as a representation of what may be achieved in the future.

     We may also provide  individualized  hypothetical  illustrations  of Policy
Accumulation  Value,  Cash Surrender Value and Death Benefit based on historical
investment returns of the Funds. These illustrations will reflect deductions for
Fund  expenses and Policy and Variable  Account  charges,  including the Monthly
Deduction,  Premium Expense Charge and the Surrender Charge.  These hypothetical
illustrations will be based on the actual historical  experience of the Funds as
if the  Sub-Accounts  had been in  existence  and a Policy  issued  for the same
periods as those indicated for the Funds.

     Performance of the  Sub-Accounts  and/or the Funds as reported from time to
time in  advertisements  and sales  literature may be compared to other variable
life insurance  issuers in general or to the performance of particular  types of
variable life insurance policies investing in mutual funds, or investment series
of mutual funds with investment  objectives similar to each of the Sub-Accounts,
whose performance is reported by Lipper Analytical Services, Inc. ("Lipper") and
Morningstar,  Inc.  ("Morningstar")  or  reported  by other  series,  companies,
individuals or other  industry or financial  publications  of general  interest,
such as  FORBES,  MONEY,  THE WALL  STREET  JOURNAL,  BUSINESS  WEEK,  BARRON'S,
KIPLINGER'S   PERSONAL  FINANCE,   and  FORTUNE.   Lipper  and  Morningstar  are
independent  services which monitor and rank the  performances  of variable life
insurance issuers in each of the major categories of investment objectives on an
industry-wide basis.

     Lipper's and  Morningstar's  rankings  include  variable annuity issuers as
well as variable life insurance  issuers.  The performance  analysis prepared by
Lipper and Morningstar ranks such issuers on the basis of total return, assuming
reinvestment of distributions,  but does not take sales charges, redemption fees
or certain expense deductions at the separate account level into consideration.

     We may also compare the performance of each  Sub-Account in advertising and
sales literature to the Standard & Poor's Index of 500 common stocks and the Dow
Jones Industrials,  which are widely used measures of stock market  performance.
We may  also  compare  the  performance  of each  Sub-Account  to  other  widely
recognized indices.  Unmanaged indices may assume the reinvestment of dividends,
but  typically  do not reflect any  "deduction"  for the expense of operating or
managing an investment portfolio.

THE POLICIES

     The Policies are flexible  premium  variable life insurance  contracts with
death benefits,  cash values,  and other features of traditional  life insurance
contracts.  They are "flexible  premium" because premiums do not have to be paid
according  to a fixed  schedule.  They are  "variable"  because,  to the  extent
Accumulation Value is attributable to the Variable Account,  Accumulation Values
and, under certain  circumstances,  the Death Benefit will increase and decrease
based on the investment  performance of the Funds in which the  Sub-Accounts  to
which you allocate your premium payments invest.

DEATH BENEFIT

     Like traditional life insurance, we pay a death benefit if the Insured dies
while the Policy is in force. The proceeds payable upon the death of the Insured
will be the Death Benefit (see "Death  Benefit  Options"  below)  reduced by any
Loan Amount and unpaid  Monthly  Deductions.  All or part of the proceeds may be
paid in  cash  to your  beneficiaries  or  under  one or more of the  settlement
options we offer. See "General Provisions --Settlement Options."

     The Policy provides two Death Benefit Options:  the Level Amount Option and
the  Variable  Amount  Option.  You  choose  the  Death  Benefit  Option  on the
application for the Policy.  Subject to certain limitations,  you can change the
Death Benefit Option after issuance of the Policy.  See "Death Benefit  --Change
in Death Benefit Option."

     The Death Benefit may vary with the Policy's  Accumulation Value. Under the
Level Amount  Option,  the Death  Benefit  will only vary with the  Accumulation
Value whenever the Accumulation Value multiplied by the corridor percentage (see
"Death Benefit Options  --Level Amount  Option")  exceeds the Face Amount of the
Policy. The Death Benefit under the Variable Amount Option will always vary with
the Accumulation Value because the Death Benefit equals the Face Amount plus the
Accumulation  Value, or the corridor percentage of the Accumulation Value. Under
either Death Benefit Option,  however, the Death Benefit will never be less than
the current  Face  Amount of the Policy and will be payable  only as long as the
Policy remains in force.

     In  addition  to  affecting  the amount of the Death  Benefit as  described
above, the Accumulation  Value generally  determines how long the Policy remains
in force. See "Policy Lapse and  Reinstatement."  This means that, to the extent
Accumulation  Value is  attributable  to the Variable  Account,  the  investment
performance of the Variable  Account (and the  underlying  Funds) may affect the
duration of the Policy by affecting the amount of Accumulation  Value.  You bear
the  investment  risk with  respect to any  amounts  allocated  to the  Variable
Account.  If,  however,  the Death  Benefit  Guarantee  is in effect (see "Death
Benefit Guarantee"), the Policy will stay in force until the Insured reaches Age
65  (or  five  Policy  Years,  if  longer)  without  regard  to  the  investment
performance under the Policy.

     Appendix  C  illustrates   Accumulation  Values,  Surrender  Charges,  Cash
Surrender  Values,  and Death  Benefits  assuming  different  levels of  premium
payments and investment returns for selected Ages and Face Amounts.

DEATH BENEFIT OPTIONS

     The Level Amount Option and the Variable Amount Option are described below.

     LEVEL AMOUNT  OPTION.  The Death Benefit is the greater of the current Face
Amount of the Policy or the corridor  percentage  multiplied by the Accumulation
Value on the  Valuation  Date on or next  following  the  date of the  Insured's
death.  The corridor  percentage is 250% for an Insured Age 40 or below, and the
percentage  declines  with  increasing  Ages  as  shown  below  in the  Corridor
Percentage Table.  Accordingly,  under the Level Amount Option the Death Benefit
will remain level unless the corridor  percentage of Accumulation  Value exceeds
the current Face Amount, in which case the amount of the Death Benefit will vary
as the Accumulation Value varies.

     ILLUSTRATION  OF LEVEL AMOUNT  OPTION.  For purposes of this  illustration,
assume that the Insured is under Age 40, and that there is no Loan Amount. Under
the Level Amount  Option,  a Policy with a $100,000  Face Amount will  generally
have a $100,000 Death Benefit.  However, because the Death Benefit must be equal
to or be greater than 250% of the Accumulation  Value, any time the Accumulation
Value of the Policy exceeds $40,000,  the Death Benefit will exceed the $100,000
Face  Amount.  Each  additional  dollar  added to the  Accumulation  Value above
$40,000 will  increase the Death  Benefit by $2.50.  Thus,  if the  Accumulation
Value exceeds $40,000 and increases by $100 because of investment performance or
premium  payments,  the Death Benefit will increase by $250. A Policy owner with
an Accumulation Value of $50,000 will be entitled to a Death Benefit of $125,000
($50,000 X 250%); an Accumulation Value of $75,000 will yield a Death Benefit of
$187,500  ($75,000 X 250%);  and an Accumulation  Value of $100,000 will yield a
Death Benefit of $250,000 ($100,000 X 250%).

     Similarly,  as long as the Accumulation Value exceeds $40,000,  each dollar
taken out of the Accumulation  Value will reduce the Death Benefit by $2.50. If,
for example,  the Accumulation  Value is reduced from $75,000 to $70,000 because
of partial withdrawals,  charges, or negative investment performance,  the Death
Benefit will be reduced from $187,500 to $175,000.  If at any time, however, the
Accumulation  Value multiplied by the corridor  percentage is less than the Face
Amount, the Death Benefit will equal the current Face Amount of the Policy.

     The corridor  percentage  becomes lower as the Insured's Age increases.  If
the current Age of the Insured in the illustration  above were, for example,  50
(rather  than under Age 40), the corridor  percentage  would be 185%.  The Death
Benefit would not exceed the $100,000 Face Amount unless the Accumulation  Value
exceeded  approximately $54,055 (rather than $40,000), and each $1 then added to
or taken from the  Accumulation  Value would  change the Death  Benefit by $1.85
(rather than $2.50).


                            CORRIDOR PERCENTAGE TABLE


            INSURED'S AGE ON                   CORRIDOR PERCENTAGE
      PREVIOUS POLICY ANNIVERSARY             OF ACCUMULATION VALUE
      ---------------------------             ---------------------
             40 or younger                             250%
                   41                                  243
                   42                                  236
                   43                                  229
                   44                                  222
                   45                                  215
                   46                                  209
                   47                                  203
                   48                                  197
                   49                                  191
                   50                                  185
                   51                                  178
                   52                                  171
                   53                                  164
                   54                                  157
                   55                                  150
                   56                                  146
                   57                                  142
                   58                                  138
                   59                                  134
                   60                                  130
                   61                                  128
                   62                                  126
                   63                                  124
                   64                                  122
                   65                                  120
                   66                                  119
                   67                                  118
                   68                                  117
                   69                                  116
                   70                                  115
                   71                                  113
                   72                                  111
                   73                                  109
                   74                                  107
                 75-90                                 105
                   91                                  104
                   92                                  103
                   93                                  102
                   94                                  101
                   95                                  100

     VARIABLE  AMOUNT  OPTION.  The Death Benefit is equal to the greater of the
current Face Amount plus the Accumulation  Value of the Policy,  or the corridor
percentage multiplied by the Accumulation Value on the Valuation Date on or next
following the date of the Insured's death.  The corridor  percentage is 250% for
an Insured Age 40 or below, and the percentage  declines with increasing Ages as
shown in the Corridor  Percentage Table above.  Accordingly,  under the Variable
Amount  Option  the  amount  of  the  Death  Benefit  will  always  vary  as the
Accumulation Value varies.

     ILLUSTRATION OF VARIABLE AMOUNT OPTION.  For purposes of this illustration,
assume that the Insured is under Age 40 and that there is no Loan Amount.  Under
the  Variable  Amount  Option,  a Policy  with a Face  Amount of  $100,000  will
generally pay a Death Benefit of $100,000 plus the Accumulation Value. Thus, for
example,  a Policy  with an  Accumulation  Value of  $20,000  will  have a Death
Benefit of $120,000 ($100,000 + $20,000);  an Accumulation Value of $40,000 will
yield a Death  Benefit of  $140,000  ($100,000 +  $40,000).  The Death  Benefit,
however,  must be at least 250% of the Accumulation  Value. As a result,  if the
Accumulation  Value of the  Policy  exceeds  approximately  $66,667,  the  Death
Benefit will be greater than the Face Amount plus the Accumulation  Value.  Each
additional  dollar of the  Accumulation  Value above  $66,667 will  increase the
Death Benefit by $2.50.  Thus,  if the  Accumulation  Value exceeds  $66,667 and
increases by $100 because of investment  performance  or premium  payments,  the
Death Benefit will increase by $250. A Policy owner with an  Accumulation  Value
of $75,000 will be entitled to a Death Benefit of $187,500  ($75,000 X 250%); an
Accumulation  Value of $100,000 will yield a Death Benefit of $250,000 ($100,000
X 250%);  and an  Accumulation  Value of $125,000  will yield a Death Benefit of
$312,500 ($125,000 X 250%).

     Similarly,  any time the Accumulation  Value exceeds  $66,667,  each dollar
taken out of the Accumulation  Value will reduce the Death Benefit by $2.50. If,
for example,  the Accumulation  Value is reduced from $75,000 to $70,000 because
of partial withdrawals,  charges, or negative investment performance,  the Death
Benefit will be reduced from $187,500 to $175,000.  If at any time, however, the
Accumulation  Value multiplied by the corridor  percentage is less than the Face
Amount plus the Accumulation  Value,  then the Death Benefit will be the current
Face Amount plus the Accumulation Value of the Policy.

     The corridor  percentage  becomes lower as the Insured's Age increases.  If
the current Age of the Insured in the illustration  above were, for example,  50
(rather than under 40), the corridor percentage would be 185%. The amount of the
Death Benefit would be the sum of the  Accumulation  Value plus $100,000  unless
the Accumulation  Value exceeded  approximately  $117,647 (rather than $66,667),
and each $1 then added to or taken from the Accumulation  Value would change the
Death Benefit by $1.85 (rather than $2.50).

WHICH DEATH BENEFIT OPTION TO CHOOSE

     If you prefer to have premium payments and favorable investment performance
reflected partly in the form of an increasing  Death Benefit,  you should choose
the  Variable  Amount  Option.  If you are  satisfied  with the  amount  of your
existing  insurance  coverage and prefer to have premium  payments and favorable
investment  performance  reflected  to the  maximum  extent in the  Accumulation
Value, you should choose the Level Amount Option.

REQUESTED CHANGES IN FACE AMOUNT

     Subject to certain limitations,  you may request an increase or decrease in
the Face  Amount.  No increase or decrease in the Face Amount will be  permitted
during the first Policy Year.

     INCREASES.  For an increase in the Face Amount,  a written  request must be
submitted  to us.  We may  also  require  additional  evidence  of  insurability
satisfactory  to us. The  effective  date of the  increase  will be the  Monthly
Anniversary on or next following our approval of the increase.  The increase may
not be less than  $5,000 and no  increase  will be  permitted  after the Insured
reaches Age 75. We will deduct any charges  associated  with the  increase  (the
increases in the cost of insurance and the Surrender  Charge upon lapse or total
surrender  -- see "Effect of Requested  Changes in Face Amount"  below) from the
Accumulation  Value,  whether or not you pay an additional premium in connection
with the  increase.  You will be  entitled  to limited  conversion  rights  with
respect to requested  increases in Face  Amount.  See "Free Look and  Conversion
Rights."

     DECREASES.  For a decrease in the Face Amount,  a written request must also
be  submitted  to us. Any  decrease in the Face Amount will be  effective on the
Monthly  Anniversary on or next following our receipt of a written request.  The
Face Amount remaining in force after any requested decrease may not be less than
the Minimum Face Amount  shown in the Policy.  Under our current  policies,  the
Minimum  Face  Amount  is  $25,000,  but we  reserve  the right to  establish  a
different  Minimum Face Amount in the future.  If,  following a decrease in Face
Amount,  the Policy would no longer qualify as life insurance  under Federal tax
law (see "Federal Tax Matters -- Policy Proceeds"), the decrease will be limited
to the extent necessary to meet these requirements.

     For purposes of  determining  the cost of insurance,  decreases in the Face
Amount will be applied to reduce the current Face Amount in the following order:

     (a)  The Face Amount provided by the most recent increase;

     (b)  The next most recent increases successively; and

     (c)  The Face Amount when the Policy was issued.

     By  reducing  the  current  Face  Amount  in this  manner,  the Rate  Class
applicable to the most recent increase in Face Amount will be eliminated  first,
then the Rate Class applicable to the next most recent increase,  and so on, for
the purposes of calculating  the cost of insurance.  This assumption will affect
the cost of insurance  under the Policy only if different Rate Classes have been
applied to the  current  Face  Amount.  A Rate Class is a group of  Insureds  we
determine  based  upon our  expectation  that they will have  similar  mortality
experience.  We currently  place  Insureds  into  standard  Rate Classes or into
substandard  Rate Classes that involve a higher  mortality risk (for example,  a
200% Rate Class or a 300% Rate Class).  In an  otherwise  identical  Policy,  an
Insured in the standard  Rate Class will have a lower cost of insurance  than an
Insured in a substandard Rate Class with higher mortality risks. See "Deductions
and Charges -- Monthly Deduction."

     For  example,  assume  that the  Initial  Face  Amount was  $50,000  with a
standard Rate Class,  and that successive  increases of $25,000 (at a Rate Class
of 200%) and  $50,000  (at a Rate Class of 300%) were  added.  If a decrease  of
$50,000 or less is requested,  the amount of insurance at a 300% Rate Class will
be reduced first. If a decrease of more than $50,000 is requested, the amount at
a 300% Rate Class will be  eliminated,  and the excess  over  $50,000  will next
reduce the amount of insurance at a 200% Rate Class.

     EFFECT OF REQUESTED CHANGES IN FACE AMOUNT. An increase or decrease in Face
Amount will affect the Monthly  Deduction  because the cost of insurance depends
upon the Face Amount.  The charge for certain  optional  insurance  benefits may
also be affected. See "Deductions and Charges -- Monthly Deduction." An increase
in the Face Amount will  increase the  Surrender  Charge,  but a decrease in the
Face Amount  will not reduce the  Surrender  Charge.  The  Surrender  Charge is,
however, imposed only upon lapse or total surrender of the Policy and not upon a
requested  decrease in Face  Amount.  See  "Deductions  and Charges -- Surrender
Charge."

     An increase in the Face Amount will increase the Minimum Monthly Premium as
of the effective date of the increase.  Therefore,  additional  premium payments
may be required to maintain the Death Benefit Guarantee.  A decrease in the Face
Amount will reduce the Minimum  Monthly  Premium as of the effective date of the
decrease. See "Death Benefit Guarantee."

     The additional  Surrender Charge on a requested increase in the Face Amount
will reduce the Cash Surrender Value (which is the  Accumulation  Value less any
Surrender Charge, Loan Amount and unpaid Monthly  Deductions).  If the resulting
Cash  Surrender  Value is not  sufficient  to cover the Monthly  Deduction,  the
Policy may lapse unless the Death  Benefit  Guarantee is in effect.  See "Policy
Lapse and Reinstatement -- Lapse" and "Death Benefit Guarantee."

INSURANCE PROTECTION

     You may increase or decrease the pure insurance  protection provided by the
Policy (that is, the difference  between the Death Benefit and the  Accumulation
Value) in one of several  ways as  insurance  needs  change.  These ways include
increasing  or decreasing  the Face Amount of  insurance,  changing the level of
premium payments, and, to a lesser extent, making a partial withdrawal under the
Policy.  Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:

(a)  A decrease  in the Face Amount  will,  subject to the  corridor  percentage
     limitations  (see "Death Benefit -- Death Benefit  Options"),  decrease the
     pure insurance  protection without reducing the Accumulation  Value. If the
     Face Amount is decreased,  the Policy  charges  generally  will decrease as
     well. (Note that the Surrender Charge will NOT be reduced.  See "Deductions
     and Charges -- Surrender Charge.")

(b)  An increase in the Face Amount (which is generally  subject to underwriting
     approval -- see "Death  Benefit -- Requested  Changes in Face Amount") will
     likely increase the amount of pure insurance  protection,  depending on the
     amount  of  Accumulation  Value  and  the  resultant  corridor   percentage
     limitation.  If the insurance  protection is increased,  the Policy charges
     generally will increase as well.

(c)  A partial withdrawal will reduce the Death Benefit. See "Surrender Benefits
     -- Partial  Withdrawal."  However, it has a limited effect on the amount of
     pure  insurance  protection  and  charges  under the  Policy,  because  the
     decrease  in  the  Death   Benefit  is  usually  equal  to  the  amount  of
     Accumulation Value withdrawn. The primary use of a partial withdrawal is to
     withdraw Accumulation Value. Furthermore, it results in a reduced amount of
     Accumulation  Value and  increases  the  possibility  that the Policy  will
     lapse.

(d)  Under  the  Level  Amount   Option,   until  the  corridor   percentage  of
     Accumulation  Value  exceeds the Face  Amount,  (i) an  increased  level of
     premium payments will reduce the amount of pure insurance  protection,  and
     (ii) a reduced  level of premium  payments will increase the amount of pure
     insurance protection.

(e)  Under  the  Variable  Amount  Option,  until  the  corridor  percentage  of
     Accumulation Value exceeds the Face Amount plus the Accumulation Value, the
     level of premium  payments  will not  affect  the amount of pure  insurance
     protection.  (However,  both the  Accumulation  Value and the Death Benefit
     will be increased if premium payments are increased, and reduced if premium
     payments are reduced.)

(f)  Under either Death  Benefit  Option,  if the Death  Benefit is the corridor
     percentage of  Accumulation  Value,  then (i) an increased level of premium
     payments will increase the amount of pure insurance  protection (subject to
     underwriting  approval -- see "Payment and Allocation of Premiums -- Amount
     and Timing of Premiums"), and (ii) a reduced level of premium payments will
     reduce the pure insurance protection.

          THE  TECHNIQUES  DESCRIBED  IN THIS SECTION FOR CHANGING THE AMOUNT OF
          PURE INSURANCE PROTECTION UNDER THE POLICY (FOR EXAMPLE,  CHANGING THE
          FACE AMOUNT,  MAKING A PARTIAL WITHDRAWAL,  AND CHANGING THE AMOUNT OF
          PREMIUM   PAYMENTS)  MUST  BE  CONSIDERED   TOGETHER  WITH  THE  OTHER
          RESTRICTIONS   AND   CONSIDERATIONS   DESCRIBED   ELSEWHERE   IN  THIS
          PROSPECTUS.

CHANGE IN DEATH BENEFIT OPTION

     After the first two Policy Years, and at least two years after any increase
in Face Amount,  you may change the Death Benefit  Option once each Policy Year.
The change is effective on the Monthly Anniversary on or next following the date
we receive your request.  You must submit a written  request to change the Death
Benefit  Option.  A change in the Death Benefit Option will also change the Face
Amount.  If the Death Benefit  Option is changed from the Level Amount Option to
the Variable Amount Option, the Face Amount will be decreased by an amount equal
to the Accumulation Value on the effective date of the change. You cannot change
from the Level Amount Option to the Variable Amount Option if the resulting Face
Amount would fall below the Minimum Face Amount (currently $25,000).

     If the Death Benefit  Option is changed from the Variable  Amount Option to
the Level Amount Option, the Face Amount will be increased by an amount equal to
the Policy's Accumulation Value on the effective date of the change.

     An increase or decrease in Face Amount resulting from a change in the Death
Benefit  Option will affect the future  Monthly  Deductions  because the cost of
insurance  depends  upon  the Face  Amount.  The  charge  for  certain  optional
insurance benefits may also be affected.  See "Deductions and Charges -- Monthly
Deduction." The Surrender Charge,  however,  will not be affected by an increase
or decrease in Face Amount resulting from a change in Death Benefit Option.

     Changes in the Death Benefit Option do not require  additional  evidence of
insurability.

ACCELERATED BENEFIT

     Under certain circumstances,  the Accelerated Benefit allows a Policy owner
to accelerate  benefits from the Policy that would be otherwise payable upon the
death of the Insured.  The benefit may vary  state-by-state  and your registered
representative should be consulted as to whether and to what extent the rider is
available in a particular state and on any particular Policy.

     Generally,  we will  provide an  Accelerated  Benefit if the  Insured has a
terminal  illness that will result in the death of the Insured within 12 months,
as certified by a physician.

     The Accelerated  Benefit will not be more than 50% of the amount that would
be payable at the death of the Insured.  The  Accelerated  Benefit will first be
used to pay off any outstanding  Policy loans and interest due. The remainder of
the Accelerated Benefit will be in a lump sum to the Policy owner.  Limitations,
as described in the Accelerated Benefit Rider, may apply.

     A lien  will be  established  against  the  Policy  for the  amount  of the
Accelerated  Benefit plus the administrative  charge, plus interest on the lien.
Any proceeds  from the Policy will be first used to repay this lien.  The Policy
owner's  access to the Cash Value will be reduced by the amount of the lien. The
proceeds payable to the beneficiary will be reduced by the amount of the lien.

     The administrative  charge will not exceed $300 and will be assessed at the
time the benefit is accelerated.

     The premium  payable on the Policy will not be affected by the  Accelerated
Benefit.

     Receipt of a benefit under the  Accelerated  Benefit Rider may give rise to
Federal or State income tax. A competent  tax adviser  should be  consulted  for
further information.

     The above  information  is not  intended  to be a  complete  summary of the
Rider. All of the terms and provisions of the Accelerated  Benefit are set forth
in the Rider and should be referred to in order to fully  ascertain its benefits
and limitations.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUING THE POLICY

     To apply for a Policy,  an  individual  must  complete an  application  and
personally  deliver  it to our  licensed  agent.  The  minimum  Face  Amount  is
currently $25,000,  but we reserve the right to specify a different minimum Face
Amount in the future for issuing a new Policy.  We will  generally  only issue a
Policy to an  applicant  Age 75 or less who  supplies  evidence of  insurability
satisfactory  to us.  Acceptance  is  subject to our  underwriting  rules and we
reserve the right to reject an application for any reason permitted by law.

     SPONSORED   MARKET  PLANS.   Policies  may  be  purchased  under  sponsored
arrangements where permitted by state law. A "sponsored arrangement" includes an
arrangement where an employer permits group  solicitation of its employees or an
association  permits  group  solicitations  of its members  for the  purchase of
Policies on an individual basis.

     All participants in sponsored  arrangements are individually  underwritten.
Persons  purchasing  under a  sponsored  arrangement  may apply  for  simplified
underwriting.  If simplified  underwriting is granted, the cost of insurance may
increase as a result of higher than anticipated mortality  experience.  However,
any such  increase  will not cause the cost of  insurance  charge to exceed  the
guaranteed rates set forth in the Policy.

     COVERAGE.  Coverage under a Policy begins on the later of the Issue Date or
the date we  receive  at least the  minimum  initial  premium  (see  immediately
following  section).  In  general,  if the  applicant  pays at least the minimum
initial  premium with the  application,  the Issue Date will be the later of the
date of the application or the date of any medical  examination  required by our
underwriting  procedures.  However,  if  underwriting  approval has not occurred
within 45 days after we receive the application or if you authorize  premiums to
be paid by bank account  monthly  deduction,  the Issue Date will be the date of
underwriting approval.

     If you  authorize  premiums to be paid by government  allotment,  the Issue
Date generally will be, subject to our underwriting  approval,  the first day of
the  month in  which we  receive  the  first  Minimum  Monthly  Premium  through
government allotment, whether or not a Minimum Monthly Premium is collected with
the application. If a Minimum Monthly Premium is collected with the application,
it will be allocated to the  Sub-Accounts of the Variable  Account and the Fixed
Account on the Valuation Date next following the Issue Date.

     MINIMUM  INITIAL  PREMIUM.  The minimum  initial  premium is three  Minimum
Monthly  Premiums.  See "Death Benefit  Guarantee." If,  however,  you authorize
premiums to be paid by bank account monthly  deduction or government  allotment,
we  will  accept  one  Minimum  Monthly  Premium   together  with  the  required
authorization  forms. The Minimum Monthly Premium is specified in the Policy and
determines the payments required to maintain the Death Benefit Guarantee.

     CREDITING NET PREMIUMS.  We will credit Net Premiums to the Sub-Accounts of
the Variable Account and to the Fixed Account (except for policies issued in New
Jersey)  on the  basis  of the  applicant's  allocation  on  the  latest  of the
following dates:

     *    The Valuation Date following the date of underwriting approval.

     *    The Valuation Date on or next following the Policy Date.

     *    The Valuation  Date on or next  following the date we have received at
          least the required minimum initial premium payment.

     *    In the case of Policies issued under  government  allotment  programs,
          the Valuation Date next following the Issue Date.

     Until the date on which Net  Premiums  are  credited  as  described  above,
premium payments will be held in our General Account. No interest will be earned
on these premium payments during this period of time.

     REFUNDING PREMIUM. We will return all premiums paid without interest if any
of the following occur:

     *    We send notice to the applicant that the insurance is declined.

     *    The applicant refuses an offer for an alternative policy.

     *    The applicant does not supply  required  medical exams or tests within
          30 days of the date of the application.

     *    The  applicant  returns the Policy  under the limited free look right.
          See "Free Look and Conversion Rights -- Free Look Rights."

ALLOCATION OF PREMIUMS

     You choose the initial allocation of your Net Premiums (your gross premiums
less the Premium  Expense  Charge) to the Fixed Account and the  Sub-Accounts of
the Variable  Account on the application  for the Policy.  (The Fixed Account is
not available for Net Premium  allocation  under policies issued in New Jersey.)
You may change the  allocation  at any time by notifying us in writing.  Changes
will not be  effective  until the date we  receive  your  request  and will only
affect premiums we receive on or after that date. The premium  allocation may be
100% to the Fixed Account or the Sub-Accounts or divided among the Fixed Account
and the  Sub-Accounts in whole  percentage  points totaling 100%. We reserve the
right to adjust any allocation to eliminate fractional percentages. Changing the
Net Premium  allocation will not affect the allocation of existing  Accumulation
Value.

AMOUNT AND TIMING OF PREMIUMS

     The amount and frequency of premium  payments will affect the  Accumulation
Value,  the Cash Surrender  Value,  and how long the Policy will remain in force
(including  affecting  whether the Death  Benefit  Guarantee is in effect -- see
"Death Benefit  Guarantee").  After the initial  premium,  you may determine the
amount  and  timing  of  subsequent   premium   payments  within  the  following
restrictions:

     *    IN MOST CASES,  PAYMENT OF CUMULATIVE  PREMIUMS SUFFICIENT TO MAINTAIN
          THE DEATH  BENEFIT  GUARANTEE  WILL BE  REQUIRED TO KEEP THE POLICY IN
          FORCE  DURING AT LEAST THE FIRST  SEVERAL  POLICY  YEARS.  SEE  "DEATH
          BENEFIT GUARANTEE."

     *    We may choose not to accept any premium less than $25.00.

     *    We reserve  the right to limit the amount of any premium  payment.  In
          general, during the first Policy Year we will not accept total premium
          payments  in excess of $250,000  on the life of any  Insured,  whether
          such  payments  are  received  on a Policy or on any  other  insurance
          policy  issued by us or our  affiliates.  Also, we will not accept any
          premium  payment in excess of  $50,000  on any Policy  after the first
          Policy Year.  At our  discretion,  however,  we may waive any of these
          premium limitations.

     *    We may require additional evidence of insurability  satisfactory to us
          if any premium would increase the difference between the Death Benefit
          and the  Accumulation  Value  (that is,  the net  amount  at risk).  A
          premium  payment would  increase the net amount at risk if at the time
          of  payment  the  Death  Benefit  would be based  upon the  applicable
          percentage of Accumulation  Value. See "Death Benefit -- Death Benefit
          Options."

     *    In no event may the total of all premiums  paid,  both  scheduled  and
          unscheduled,  exceed the current maximum premium  payments allowed for
          life  insurance  under  Section 7702 of the Federal  Internal  Revenue
          Code.  If at any time a premium  is paid which  would  result in total
          premiums exceeding the current maximum premiums allowed,  we will only
          accept  that  portion of the premium  which would make total  premiums
          equal the  maximum.  Any part of the  premium in excess of that amount
          will be  returned,  and no further  premiums  will be  accepted  until
          allowed by the current maximum premium limitations.

     *    If you contemplate a large premium payment under this Policy,  and you
          wish to avoid  Modified  Endowment  Contract  classification,  you may
          contact us in writing  before  making the payment and we will tell you
          the maximum amount which can be paid into the Policy. See "Federal Tax
          Matters -- Policy Proceeds."

PLANNED PERIODIC PREMIUMS

     You may  choose a Planned  Periodic  Premium  schedule  which  indicates  a
preference as to future amounts and frequency of payment.  The Planned  Periodic
Premiums may be paid annually,  semi-annually,  quarterly or, if you choose, you
can pay the Planned  Periodic  Premiums by bank  account  monthly  deduction  or
government allotment.

     The amount and frequency of your initial Planned  Periodic  Premium will be
shown in the Policy.  You may change the Planned Periodic Premium at any time by
written  request.  We may limit the amount of any  increase  if such an increase
would result in planned  periodic  premiums that are larger than (a) the maximum
premium  we would  accept  under the terms of the  Amount  and Timing of Premium
Payments provision in the Policy or (b) the planned periodic premium which would
total more than $50,000 per year.

     As  mentioned  above,  the amount and  frequency of premium  payments  will
affect  Accumulation  Value,  Cash Surrender Value, and how long the Policy will
remain in force.  Failure to make any Planned Periodic Premium payment will not,
however,  necessarily  result in lapse of the Policy.  On the other hand, making
Planned  Periodic Premium payments will not guarantee that the Policy remains in
force. See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement."

UNSCHEDULED ADDITIONAL PREMIUMS

     Premiums,  other than Planned  Periodic  Premiums,  may be paid at any time
while the  Policy is in force.  We may  limit  the  number  and  amount of these
additional payments.

PAYING PREMIUMS BY MAIL

     Planned Periodic Premiums and Unscheduled  Additional  Premiums may be paid
to the Company by mailing them to:

                           ReliaStar Bankers Security Life Insurance Company
                           P.O. Box 802511
                           Chicago, Illinois 60680-2511

DEATH BENEFIT GUARANTEE

     If you meet the requirements described below, we guarantee that we will not
lapse the Policy even if the Cash Surrender Value is not sufficient to cover the
Monthly  Deduction  that is due. This feature of the Policy is called the "Death
Benefit  Guarantee." The Death Benefit Guarantee expires at the Insured's Age 65
(or five Policy Years, if longer).

     In  general,  the two most  significant  benefits  from the  Death  Benefit
Guarantee  are as  follows.  First,  during  the early  Policy  Years,  the Cash
Surrender Value will generally not be sufficient to cover the Monthly Deduction,
so that the Death  Benefit  Guarantee  will be  necessary  to avoid lapse of the
Policy. See "Policy Lapse and Reinstatement."  This occurs because the Surrender
Charge usually  exceeds the  Accumulation  Value in these years. In this regard,
you  should  consider  that  if you  request  an  increase  in Face  Amount,  an
additional  Surrender  Charge would apply for the fifteen  years  following  the
increase, which could create a similar possibility of lapse as exists during the
early Policy Years.  Second, to the extent the Cash Surrender Value declines due
to poor investment performance, or due to an additional Surrender Charge after a
requested increase, the Cash Surrender Value may not be sufficient even in later
Policy Years to cover the Monthly Deduction, so that the Death Benefit Guarantee
may also be necessary in later Policy Years to avoid lapse of the Policy.  THUS,
EVEN THOUGH THE POLICY PERMITS  PREMIUM  PAYMENTS THAT ARE LESS THAN THE MINIMUM
MONTHLY PREMIUMS,  YOU MAY LOSE THE SIGNIFICANT PROTECTION PROVIDED BY THE DEATH
BENEFIT GUARANTEE BY PAYING LESS THAN THE MINIMUM MONTHLY PREMIUMS.

REQUIREMENTS

     The Death  Benefit  Guarantee  will be in effect if the sum of all premiums
paid minus any partial  withdrawals  and any loans are equal to or greater  than
the sum of the Minimum  Monthly  Premiums  since the Policy Date,  including the
Minimum Monthly Premium for the current Monthly Anniversary.

     The  requirements  for the Death Benefit  Guarantee must be satisfied as of
each Monthly Anniversary, even though you do not have to pay premiums monthly.

     EXAMPLE: The Policy Date is January 1, 1997. The Minimum Monthly Premium is
$100 per month.  No Policy  loans or partial  withdrawals  are taken and no Face
Amount changes have occurred.

     Case 1.   You  pay  $100  each  month.  The  Death  Benefit   Guarantee  is
               maintained.

     Case 2.   You pay $1,000 on January 1, 1997. The $1,000 maintains the Death
               Benefit Guarantee without your paying any additional premiums for
               the next 10 months (through October 31, 1997).  However, you must
               pay at least  $100 by  November  1,  1997 to  maintain  the Death
               Benefit Guarantee through November 30, 1997.

     The amount of the initial  Minimum Monthly Premium will be determined by us
at issuance of the Policy and will be shown in the Policy.  The initial  Minimum
Monthly  Premium will depend upon the Insured's  sex, Age at issue,  Rate Class,
optional insurance benefits added by rider, and the Initial Face Amount.

     The following Policy changes may change the Minimum Monthly Premium:

     *    A  requested  increase  or  decrease  in the Face  Amount.  See "Death
          Benefit -- Requested Changes in Face Amount."

     *    A change in the Death Benefit Option.  See "Death Benefit -- Change in
          Death Benefit Option."

     *    The addition or termination of a Policy rider. See "General Provisions
          -- Optional Insurance Benefits."

     We will  notify  you in  writing  of any  changes  in the  Minimum  Monthly
Premium.

     If, as of any Monthly  Anniversary,  you have not made  sufficient  premium
payments to maintain the Death Benefit Guarantee, we will send you notice of the
premium  payment  required  to maintain  it. If we do not  receive the  required
premium  payment  within 61 days from the date of our notice,  the Death Benefit
Guarantee will terminate. THE DEATH BENEFIT GUARANTEE CANNOT BE REINSTATED.

     Even if the  Death  Benefit  Guarantee  terminates,  the  Policy  will  not
necessarily lapse. For a discussion of the circumstances  under which the Policy
may lapse, see "Policy Lapse and Reinstatement."

ACCUMULATION VALUE

     The Accumulation Value of the Policy (that is, the total value attributable
to a specific Policy in the Variable  Account and the Fixed Account) is equal to
the sum of the  Variable  Accumulation  Value (the  amount  attributable  to the
Variable Account) plus the Fixed Accumulation Value (the amount  attributable to
the Fixed Account). The Accumulation Value should be distinguished from the Cash
Surrender  Value that would actually be paid to you upon total  surrender of the
Policy,  which is the Accumulation Value less any Surrender Charge,  Loan Amount
and unpaid Monthly Deductions.  See "Surrender Benefits -- Total Surrender." The
Accumulation  Value  should also be  distinguished  from the Cash  Value,  which
determines the amount available for Policy loans, and is the Accumulation  Value
less any Surrender Charge. See "Policy Loans."

     The Variable  Accumulation  Value will  increase or decrease to reflect the
investment  performance  of the  Funds in  which  Sub-Accounts  of the  Variable
Account  have  been  invested.  The  Variable  Accumulation  Value  will also be
increased by (a) any Net Premiums  credited to the Variable  Account and (b) any
transfers from the Fixed Account.  The Variable  Accumulation Value will also be
reduced by (a) the Monthly Deduction  attributable to the Variable Account,  (b)
partial  withdrawals  from the  Variable  Account,  (c) any transfer and partial
withdrawal  charges  attributable to the Variable  Account,  and (d) any amounts
transferred  from the Variable Account to the Fixed Account  (including  amounts
transferred  from the  Variable  Account to the Fixed  Account as  security  for
Policy  loans -- see  "Policy  Loans").  The  Variable  Accumulation  Value will
generally vary daily.

     The Fixed  Accumulation  Value will be  increased  by (a) any Net  Premiums
credited  to it in the Fixed  Account,  (b) any  interest  credited to it in the
Fixed Account (determined at our discretion,  but guaranteed not to be less than
4%),  and (c) any amounts  transferred  from the  Variable  Account to it in the
Fixed Account  (including  amounts  transferred to the Fixed Account as security
for Policy loans -- see "Policy Loans").  The Fixed  Accumulation  Value will be
reduced by (a) the Monthly  Deduction  attributable  to it in the Fixed Account,
(b) partial  withdrawals  from it in the Fixed  Account,  (c) any  transfer  and
partial  withdrawal  charges  attributable  to the  Fixed  Account,  and (d) any
amounts transferred from the Fixed Account to the Variable Account.

     For a detailed  discussion of the  calculation of Accumulation  Value,  see
Appendix B. An illustration of various Accumulation  Values,  Surrender Charges,
Cash Surrender Values, and Death Benefits,  assuming different levels of premium
payments and various investment  returns for selected Ages and Face Amounts,  is
shown in Appendix C.

DEDUCTIONS AND CHARGES

     Some of these charges are deducted from each premium payment. Certain other
charges  are  deducted  monthly  from both the Fixed  Account  and the  Variable
Account,  or from the  Variable  Account  only.  A charge  is also made for each
partial withdrawal and a charge may be made for each transfer.

PREMIUM EXPENSE CHARGE

     We deduct a Premium  Expense Charge,  which is 5% of each premium  payment.
The amount remaining after we have deducted the Premium Expense Charge is called
the Net Premium.  The Net Premium is then  credited to the Fixed Account and the
Sub-Accounts of the Variable Account according to your allocation.

MONTHLY DEDUCTION

     We deduct the charges  described below from the  Accumulation  Value of the
Policy on a monthly  basis.  The total of these  charges is called  the  Monthly
Deduction.

     The Monthly Deduction will be deducted on each Monthly Anniversary from the
Fixed Account and the  Sub-Accounts  of the Variable  Account on a proportionate
basis depending on their relative Accumulation Values at that time. For purposes
of determining these proportions, the Fixed Accumulation Value is reduced by the
Loan Amount.  Because the cost of insurance portion of the Monthly Deduction can
vary from month to month, the Monthly  Deduction itself will vary in amount from
month to month.

     If the  Cash  Surrender  Value  is not  sufficient  to  cover  the  Monthly
Deduction on a Monthly  Anniversary  and the Death  Benefit  Guarantee is not in
effect,  the Policy may lapse.  See "Death Benefit  Guarantee" and "Policy Lapse
and Reinstatement."

     COST OF  INSURANCE.  We will  determine  the monthly  cost of  insurance by
multiplying  the applicable cost of insurance rate or rates by the net amount at
risk  under the  Policy.  The net  amount at risk  under the Policy for a Policy
Month is (a) the Death  Benefit at the  beginning of the Policy Month divided by
1.004074 (which reduces the net amount at risk, solely for purposes of computing
the cost of insurance,  by taking into account  assumed  monthly  earnings at an
annual  rate of 5%),  less (b) the  Accumulation  Value  immediately  before the
Monthly Deduction, minus the cost of any rider benefits other than any Waiver of
Monthly Deduction rider, for the month. As a result,  the net amount at risk may
be affected by changes in the Accumulation Value or in the Death Benefit.

     The Rate Class of an Insured may affect the cost of insurance. A Rate Class
is a group of Insureds we determine  based upon our  expectation  that they will
have similar  mortality  experience.  We currently  place Insureds into standard
Rate Classes or into  substandard  Rate Classes that involve a higher  mortality
risk. In an otherwise identical Policy, an Insured in a standard Rate Class will
have a lower cost of  insurance  than an  Insured  in a Rate  Class with  higher
mortality risks.

     If there is an increase in the Face Amount and the Rate Class applicable to
the  increase is  different  from that for the Initial  Face Amount or any prior
requested  increases in Face Amount,  the net amount at risk will be  calculated
separately for each Rate Class.  For purposes of  determining  the net amount at
risk for each Rate  Class,  the  Accumulation  Value will first be assumed to be
part of the Initial Face Amount.  If the Accumulation  Value is greater than the
Initial  Face  Amount,  it will then be assumed to be part of each  increase  in
order, starting with the first increase.

     Cost of insurance  rates will be based on the sex,  Issue Age,  Policy Year
and Rate Class(es) of the Insured.  The actual  monthly cost of insurance  rates
will reflect our expectations as to future  experience.  They will not, however,
be greater  than the  guaranteed  cost of  insurance  rates shown in the Policy,
which are based on the  Commissioner's  1980 Standard Ordinary  Mortality Tables
for smokers or nonsmokers, respectively.

     MONTHLY  ADMINISTRATIVE  CHARGE.  Each  month we deduct  an  administrative
charge of $7.50 which is  guaranteed  not to exceed the product of $5.00 and the
ratio  (not to  exceed  2.00) of (a) the  Consumer  Price  Index  (for all urban
households)  for the  preceding  September to (b) the  Consumer  Price Index for
September 1985.

     MONTHLY  MORTALITY  AND EXPENSE  RISK  CHARGE.  Each month it is  currently
anticipated  that we will  deduct  this  charge at an  annual  rate of .75 of 1%
(.75%) of the Variable  Accumulation  Value but in no event will it exceed .9 of
1% (.90%).

     OPTIONAL  INSURANCE  BENEFIT CHARGES.  Each month we deduct charges for any
optional  insurance  benefits  added  to  the  Policy  by  rider.  See  "General
Provisions -- Optional Insurance Benefits."

SURRENDER CHARGE

     During  the  first 15 years  the  Policy is in force and the first 15 years
following a requested  increase in the Face Amount,  there is a Surrender Charge
if you surrender the Policy or the Policy lapses.  The maximum  Surrender Charge
for the  Initial  Face Amount or any  requested  increase in Face Amount will be
determined on the Policy Date or on the effective date of any requested increase
respectively. The Surrender Charge remains level for the first five years in the
relevant 15 year period,  and then reduces in equal monthly  increments until it
becomes zero at the end of 15 years.  Thus if the Policy remains in force during
the entire relevant  15-year period,  you do not pay the Surrender  Charge.  The
Surrender  Charge will vary depending on the Age of the Insured,  the sex of the
Insured,  and the  Rate  Class  of the  Insured  (on the  Policy  Date or on the
effective date of an increase in Face Amount).

     The Surrender Charge for the Initial Face Amount or any requested  increase
in Face Amount is determined by multiplying (i) the applicable  Surrender Charge
per $1,000 Face Amount  from  Appendix D by (ii) the Initial  Face Amount or the
Face  Amount  of the  increase,  as  applicable,  and by  (iii)  the  applicable
percentage from the Surrender  Charge  Percentage Table below, and then dividing
this amount by 1000. Then the Surrender Charge is reduced by the Premium Related
Surrender Charge Reduction.

     The  Premium  Related  Surrender  Charge  Reduction  will apply only to the
Surrender  Charge for the Initial Face Amount when the  cumulative  premiums are
less than the Surrender Charge Whole Life Premium. The Premium Related Surrender
Charge  Reduction will be zero when the cumulative  premiums equal or exceed the
Surrender  Charge  Whole Life  Premium.  The Premium  Related  Surrender  Charge
Reduction  also will be zero for any  requested  increase  in Face  Amount.  The
Premium  Related  Surrender  Charge  Reduction  for the  Initial  Face Amount is
calculated by  multiplying  70% by the excess of (i) the Surrender  Charge Whole
Life Premium over (ii) the cumulative premiums.  The Surrender Charge Whole Life
premium is calculated by multiplying (i) the applicable  Surrender  Charge Whole
Life  premium per $1000 of Face Amount from  Appendix E by (ii) the Initial Face
Amount, and then dividing by 1000.

     EXAMPLE.  The following  example  illustrates  how the Surrender  Charge is
determined.  Assume that a male nonsmoker,  Age 35 buys a Policy with an initial
Face Amount of $100,000  and he  surrenders  the Policy  during the third Policy
Year at which time he has paid cumulative premiums of $2,000.

     Based on these  assumptions  the  Surrender  Charge  will be the  result of
multiplying  (i) $16.20 (from  Appendix D for a male  nonsmoker  Age 35) by (ii)
$100,000 (the Initial Face Amount) and by (iii) 100% (the applicable  percentage
from the Surrender Charge  Percentage  Table),  and then dividing by 1000, which
results in a Surrender Charge of $1,620 ($16.20 x $100,000 x 100% / 1000).

     The Surrender  Charge Whole Life Premium is determined by  multiplying  (i)
$11.64  (from  Appendix E for a male  nonsmoker  Age 35) by (ii)  $100,000  (the
Initial Face Amount),  and then  dividing by 1000,  which results in a Surrender
Charge Whole Life Premium of $1,164  ($11.64 x $100,000 / 1000).  The  Surrender
Charge  Whole  Life  Premium  of $1,164 is less than the  cumulative  premium of
$2,000, so the Premium Related Surrender Charge Reduction is zero.

     The additional Surrender Charge for requested increases in Face Amount will
be calculated in the same manner as  illustrated  in the example  above,  except
that the Premium  Related  Surrender  Charge is zero for requested  increases in
Face Amount.


                        SURRENDER CHARGE PERCENTAGE TABLE

  IF SURRENDER OR LAPSE OCCURS IN THE LAST     THE FOLLOWING PERCENTAGE OF THE
           MONTH OF POLICY YEAR:*            SURRENDER CHARGE WILL BE PAYABLE:**
           ----------------------            -----------------------------------
                 1 through 5                                 100%
                      6                                      90%
                      7                                      80%
                      8                                      70%
                      9                                      60%
                     10                                      50%
                     11                                      40%
                     12                                      30%
                     13                                      20%
                     14                                      10%
                15 and later                                  0%

*    For requested increases, years are measured from the date of the increase.

**   The  percentages  reduce  equally  for each Policy  Month  during the years
     shown. For example,  during the seventh Policy Year, the percentage reduces
     equally  each month from 90% at the end of the sixth  Policy Year to 80% at
     the end of the seventh Policy Year.

CHARGES AGAINST THE VARIABLE ACCOUNT

     Certain  charges will be deducted as a  percentage  of the value of the net
assets of the Variable  Account to  compensate  us for certain  risks assumed in
connection  with the Policy.  These  charges will not be deducted from assets in
the Fixed Account.

     TAXES.  Currently  no charge is made to the  Variable  Account  for Federal
income taxes that may be attributable to the Variable Account.  We may, however,
make such a charge in the future.  Charges for other taxes, if any, attributable
to the Variable Account may also be made.

     INVESTMENT  ADVISORY FEE AND OTHER FUND EXPENSES  AFTER  REIMBURSEMENT  (b)
(c). Because the Variable  Account  purchases shares of the Funds, the net asset
value of the  investments  of the Variable  Account will reflect the  investment
advisory  fees and other  expenses  incurred  by the Funds.  Set forth  below is
information  provided  by each  Fund on its  total  1996  annual  expenses  as a
percentage of the Fund's  average net assets.  For more  information  concerning
these  expenses,  see  the  prospectuses  for  the  Funds  that  accompany  this
Prospectus.

<TABLE>
<CAPTION>

                                                                                           TOTAL INVESTMENT
                                                           MANAGEMENT          OTHER          FUND ANNUAL
                                                              FEES           EXPENSES          EXPENSES
                                                              ----           --------          --------
<S>                                                          <C>                <C>              <C>  
VIP Money Market Portfolio....................................0.21%             0.09%            0.30%
VIP High Income Portfolio ....................................0.59%             0.12%            0.71%
VIP Equity-Income Portfolio (a)...............................0.51%             0.07%            0.58%
VIP Growth Portfolio (a)......................................0.61%             0.08%            0.69%
VIP II Investment Grade Bond Portfolio........................0.45%             0.13%            0.58%
VIP II Index 500 Portfolio (b)................................0.13%             0.15%            0.28%
VIP II Contrafund Portfolio (a)...............................0.61%             0.13%            0.74%

Northstar Income and Growth Fund (c)..........................0.75%             0.05%            0.80%
Northstar Multi-Sector Bond Fund (c)..........................0.75%             0.05%            0.80%

Putnam VT Diversified Income Fund.............................0.70%             0.13%            0.83%
Putnam VT Growth and Income Fund..............................0.49%             0.05%            0.54%
Putnam VT Voyager Fund........................................0.57%             0.06%            0.63%

</TABLE>

(a)  During 1996, a portion of the brokerage  commissions that certain funds pay
     was used to reduce funds' expenses. In addition, certain funds have entered
     into  arrangements with their custodian and transfer agent whereby interest
     earned  on  uninvested  cash  balances  was used to  reduce  custodian  and
     transfer agent expenses.  Including these  reductions,  the total operating
     expenses would have been .56% for Equity Income Portfolio,  .67% for Growth
     Portfolio,  and .71% for Contrafund Portfolio.  For more information on the
     funds' Management Fees and Expenses, see the prospectus for the Fund.

(b)  During 1996, the investment adviser to the Index 500 Portfolio reimbursed a
     portion of the  fund's  expenses.  Without  the  reimbursement,  the fund's
     management  fee,  other  expenses and total  expenses would have been .28%,
     .15%, and .43%, respectively.  Expense reimbursements are voluntary.  There
     is no  assurance  of ongoing  reimbursement.  For more  information  on the
     fund's Management Fees and Expenses, see the prospectus for the Fund.

(c)  The  investment  adviser  to the  Northstar  Variable  Trust has  agreed to
     reimburse  the two  Northstar  Funds for any expenses in excess of 0.80% of
     each  Fund's  average  daily net assets.  In the absence of the  investment
     adviser's expense reimbursements,  the actual expenses that would have been
     paid by each Fund during its fiscal year ended December 31, 1996 would have
     been 1.40% for Income and Growth Fund and 1.68% for Multi-Sector Bond Fund.
     Expense  reimbursement  is  voluntary.  There is no  assurance  of  ongoing
     reimbursement.

PARTIAL WITHDRAWAL AND TRANSFER CHARGES

     We currently make no charge for transfers.  We currently  charge $10.00 for
each partial  withdrawal.  The charge for transfers is guaranteed  not to exceed
$25.00  per  transfer  for  transfers  in excess of 12 per  Policy  Year for the
duration of the Policy. The charge for partial  withdrawals is guaranteed not to
exceed  $25.00 for the duration of the Policy.  The transfer  charge will not be
imposed on  transfers  that occur as a result of Policy loans or the exercise of
conversion rights.

REDUCTION OF CHARGES

     Any of the charges under the Policy, as well as the minimum Face Amount set
forth in this Prospectus,  may be reduced because of 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 our  policyholders  or those  of  affiliated  insurance
companies,  or sales to employees or clients of members of our affiliated  group
of insurance  companies.  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
owners and owners of all other policies funded by the Variable Account.

POLICY LAPSE AND REINSTATEMENT

     LAPSE.  Unlike traditional life insurance  policies,  the failure to make a
Planned  Periodic  Premium will not by itself cause the Policy to lapse.  If the
Death  Benefit  Guarantee is not in effect,  the Policy will lapse if, as of any
Monthly Anniversary, the Cash Surrender Value is less than the Monthly Deduction
due, and a grace period of 61 days expires without a sufficient premium payment.
A sufficient premium payment is any premium payment such that the Net Premium is
larger  than the sum of 1 + 2 where 1 is the  amount by which  the  Accumulation
Value is less than the Surrender  Charge as of the beginning of the grace period
and 2 is the sum of past due Monthly Deductions.

     During the early Policy Years,  the Cash Surrender Value will generally not
be  sufficient  to  cover  the  Monthly  Deduction,  so  that  premium  payments
sufficient  to maintain the Death  Benefit  Guarantee  will be required to avoid
lapse. See "Death Benefit Guarantee."

     The Policy does not lapse, and the insurance coverage continues,  until the
expiration of a 61-day grace period which begins on the date we send you written
notice  indicating  that  the Cash  Surrender  Value  is less  than the  Monthly
Deduction due. Our written notice to you will indicate the amount of the payment
required to avoid lapse. Failure to make a sufficient premium payment within the
grace period will result in lapse of the Policy without value.

     If the Insured  dies during the grace  period,  the  proceeds  payable will
equal the amount of the Death Benefit on the Valuation Date on or next following
the date of the  Insured's  death,  reduced  by any Loan  Amount  and any unpaid
Monthly Deductions.

     If the Death Benefit  Guarantee is in effect, we will not lapse the Policy.
See "Death Benefit Guarantee."

     REINSTATEMENT.  Reinstatement  means putting a lapsed Policy back in force.
You may reinstate a lapsed Policy by written  request any time within five years
after it has lapsed if it has not been surrendered for its Cash Surrender Value.

     To  reinstate  the  Policy  and any  riders  you must  submit  evidence  of
insurability  satisfactory  to us and you must pay a premium  large  enough such
that  the Net  Premium  is as  large as the sum of the  Surrender  Charge  after
reinstatement, plus the Monthly Deductions for the date of reinstatement and the
following Monthly Anniversary.

     The Death  Benefit  Guarantee  cannot be  reinstated.  See  "Death  Benefit
Guarantee."

SURRENDER BENEFITS

     Subject  to  certain  limitations,  you may make a total  surrender  of the
Policy or a partial  withdrawal of the Policy's Cash Surrender  Value by sending
us a written  request.  The amount  available  for a total  surrender or partial
withdrawal  will be determined  at the end of the Valuation  Period during which
your written request is received.  Any amounts payable from the Variable Account
upon total  surrender or partial  withdrawal will generally be paid within seven
days of receipt of your written request.  Postponement of payments may, however,
occur in certain  circumstances.  See "General  Provisions  --  Postponement  of
Payments."

TOTAL SURRENDER

     By making a written  request,  you may surrender the Policy at any time for
its Cash Surrender Value. The Cash Surrender Value is the Accumulation  Value of
the Policy  reduced by any  Surrender  Charge,  Loan  Amount and unpaid  Monthly
Deductions.  If the Cash  Surrender  Value at the  time of a  surrender  exceeds
$25,000, the written request must include a Signature Guarantee. An illustration
of Accumulation  Values,  Surrender  Charges,  Cash Surrender Values,  and Death
Benefits  assuming  different levels of premium payments and investment  returns
for selected Ages and Face Amounts, is shown in Appendix C.

PARTIAL WITHDRAWAL

     After the first Policy  Year,  you may also  withdraw  part of the Policy's
Cash  Surrender  Value by sending  us a written  request.  If the  amount  being
withdrawn  exceeds  $25,000,  the  written  request  must  include  a  Signature
Guarantee.  Only one  partial  withdrawal  is  allowed in any  Policy  Year.  We
currently  make a $10.00  charge for each  partial  withdrawal.  This  charge is
guaranteed not to exceed $25.00 for each partial withdrawal. See "Deductions and
Charges -- Partial  Withdrawal and Transfer  Charges." The amount of any partial
withdrawal must be at least $500 and, during the first 15 Policy Years,  may not
be more than 20% of the Cash Surrender Value on the date we receive your written
request.

     Unless you specify a different allocation, we make partial withdrawals from
the  Fixed  Account  and  the   Sub-Accounts  of  the  Variable   Account  on  a
proportionate basis based upon the Accumulation Value. These proportions will be
determined at the end of the Valuation  Period during which your written request
is received. For purposes of determining these proportions, any outstanding Loan
Amount is first subtracted from the Fixed Accumulation Value.

     EFFECT OF PARTIAL  WITHDRAWALS.  The Accumulation  Value will be reduced by
the amount of any partial withdrawal.  The Death Benefit will also be reduced by
the amount of the withdrawal,  or, if the Death Benefit is based on the corridor
percentage of Accumulation Value (see "Death Benefit -- Death Benefit Options"),
by an amount  equal to the corridor  percentage  times the amount of the partial
withdrawal.

     If the Level Amount Option is in effect, the Face Amount will be reduced by
the amount of the partial  withdrawal.  When  increases  in the Face Amount have
occurred  previously,  we reduce the  current  Face  Amount by the amount of the
partial withdrawal in the following order:

     (a)  The Face Amount provided by the most recent increase;

     (b)  The next most recent increases successively; and

     (c)  The Face Amount when the policy was issued.

     (This assumption also applies to requested  decreases in Face Amount -- see
"Death Benefit -- Requested Changes in Face Amount.") Thus, partial  withdrawals
may affect the way in which the cost of insurance is  calculated  and the amount
of pure insurance  protection under the Policy.  See "Death Benefit -- Requested
Changes in Face  Amount",  "Deductions  and  Charges -- Monthly  Deduction"  and
"Death Benefit -- Insurance Protection."

     We do not allow a partial  withdrawal  if the Face  Amount  after a partial
withdrawal would be less than the Minimum Face Amount (currently $25,000).

     If the Variable Amount Option is in effect,  a partial  withdrawal does not
affect the Face Amount.

     A partial  withdrawal  may also cause the  termination of the Death Benefit
Guarantee  because the amount of the  partial  withdrawal  is deducted  from the
total premiums paid in calculating whether sufficient premiums have been paid in
order to maintain the Death Benefit Guarantee.

     Like partial  withdrawals,  Policy loans are a means of  withdrawing  funds
from the Policy.  See "Policy Loans." A partial  withdrawal or a Policy loan may
have tax consequences depending on the circumstances of such withdrawal or loan.
See "Federal Tax Matters -- Policy Proceeds."

TRANSFERS

     You may transfer all or part of the Variable Accumulation Value between the
Sub-Accounts  or to the Fixed Account  subject to any conditions the Funds whose
shares are involved may impose.  (Transfers to or from the Fixed Account are not
available  for Policies  issued in New  Jersey.)  Transfer  requests  must be in
writing unless you have completed a telephone/fax  transfer  authorization form.
You may also direct us to automatically make periodic transfers under the Dollar
Cost Averaging or Portfolio Rebalancing services as described below.

     To  transfer  all  or  part  of  the  Variable  Accumulation  Value  from a
Sub-Account,  Accumulation Units are redeemed and their values are reinvested in
other  Sub-Accounts,  or the Fixed Account, as directed in your request. We will
effect transfers,  and determine all values in connection with transfers, at the
end of the  Valuation  Period  during which we receive your  request,  except as
otherwise  specified  for the Dollar Cost  Averaging  or  Portfolio  Rebalancing
services.  With respect to future Net Premium  payments,  however,  your current
premium  allocation  will  remain in effect  unless (i) you have  requested  the
Portfolio  Rebalancing service, or (ii) you are transferring all of the Variable
Accumulation Value from the Variable Account to the Fixed Account in exercise of
conversion rights. See "Free Look and Conversion Rights -- Conversion Rights."

     Transfers from the Fixed Account to the Variable Account are subject to the
following additional restrictions:  (i) your transfer request must be postmarked
no more than 30 days  before or after the Policy  Anniversary  in any year,  and
only one transfer is permitted during this period,  (ii) the Fixed  Accumulation
Value after the  transfer  must be at least equal to the Loan  Amount,  (iii) no
more than 50% of the Fixed  Accumulation  Value,  less any Loan  Amount,  may be
transferred unless the balance,  after the transfer,  would be less than $1,000,
in which event the full Fixed  Accumulation  Value, less any Loan Amount, may be
transferred, and (iv) you must transfer at least the lesser of $500 or the total
Fixed  Accumulation  Value, less any Loan Amount.  See Appendix A. Some of these
restrictions  may be  waived  for  transfers  due to the  Portfolio  Rebalancing
service.

     TELEPHONE/FAX   TRANSFER   REQUESTS.   You  may   request  a  transfer   by
telephone/fax on any Valuation Date after you complete a telephone/fax  transfer
authorization  form. If you elect to complete the authorization  form, you agree
that we will not be liable for any loss, liability,  cost or expense when we act
in accordance with the  telephone/fax  transfer  instructions  that are received
and,  if  by  telephone,  are  recorded  on  voice  recording  equipment.  If  a
telephone/fax  transfer request is later determined not to have been made by you
or was made without your authorization,  and loss results from such unauthorized
transfer,  you bear the risk of this loss.  Any requests via fax are  considered
telephone requests and are bound by the conditions in the telephone/fax transfer
authorization  form you sign. Any fax request should include your name,  daytime
telephone number, Policy number and the names of the Sub-Accounts from which and
to which money will be transferred and the allocation percentage. We will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. In the event we do not employ such procedures, we 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/fax  instructions,  providing written confirmation of such
instructions, and/or tape recording telephone instructions.

     DOLLAR COST  AVERAGING  SERVICE.  You may request this service if your Face
Amount is at least $100,000 and your  Accumulation  Value, less any Loan Amount,
is at least $5,000. If you request this service,  you direct us to automatically
make  specific  periodic  transfers  of a fixed  dollar  amount  from any of the
Sub-Accounts  to one or more of the  Sub-Accounts  or to the Fixed  Account.  No
transfers from the Fixed Account are permitted under this service.  Transfers of
this type may be made on a monthly,  quarterly,  semi-annual,  or annual  basis.
This  service is intended to allow you to use "Dollar  Cost  Averaging",  a long
term investment method which provides for regular investments over time. We make
no  guarantees  that  Dollar Cost  Averaging  will result in a profit or protect
against loss.  You may  discontinue  this service at any time by notifying us in
writing.

     If you are interested in the Dollar Cost Averaging service you may obtain a
separate  application form and full information  concerning this service and its
restrictions from us or our registered representative.

     If you are using the Dollar Cost  Averaging  service,  this service will be
discontinued  immediately  (i) on  receipt of any  request to begin a  Portfolio
Rebalancing service,  (ii) if the Policy is in the grace period on any date when
Dollar  Cost  Averaging  transfers  are  scheduled,  or (iii)  if the  specified
transfer amount from any Sub-Account is more than the Accumulation Value in that
Sub-Account.

     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.

     PORTFOLIO  REBALANCING  SERVICE.  You may request this service if your Face
Amount is at least $200,000 and your  Accumulation  Value, less any Loan Amount,
is at least $10,000. If you request this service, you direct us to automatically
make periodic  transfers to maintain  your  specified  percentage  allocation of
Accumulation Value, less any Loan Amount, among the Sub-Accounts of the Variable
Account and the Fixed Account;  your  allocation of future Net Premium  payments
will  also be  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 Accumulation  Value in each Sub-Account of the Variable Account and the
Fixed  Account  will grow or decline  at  different  rates over time.  Portfolio
Rebalancing will periodically  transfer  Accumulation Values from those accounts
that have  increased in value to those  accounts that have increased at a slower
rate or declined in value.  If all accounts  decline in value,  it will transfer
Accumulation  Values from those that have  decreased less in value to those that
have decreased more in value. We make no guarantees  that Portfolio  Rebalancing
will  result in a profit or  protect  against  loss.  You may  discontinue  this
service at any time by notifying us in writing.

     If you are interested in the Portfolio Rebalancing service you may obtain a
separate  application form and full information  concerning this service and its
restrictions from us or our registered representative.

     If you are using the Portfolio  Rebalancing  service,  this service will be
discontinued  immediately (i) on receipt of any request to change the allocation
of premiums to the Fixed Account and Sub-Account of the Variable  Account,  (ii)
on receipt of any request to begin a Dollar Cost Averaging  service,  (iii) upon
receipt of any request to transfer Accumulation Value among the Fixed Account or
Sub-Accounts,  or (iv) if the policy is in the grace period or the  Accumulation
Value,  less any Loan  Amount,  is less than $7,500 on any  Valuation  Date when
Portfolio Rebalancing transfers are scheduled.

     We reserve the right to discontinue,  modify, or suspend this service.  Any
such modification or discontinuation could affect Portfolio Rebalancing services
currently in effect, but only after 30 days notice to affected Policy owners.

     TRANSFER  LIMITS.  We currently  allow 12  transfers  in a Policy Year.  We
reserve the right to limit you to no more than 12 transfers per Policy Year. All
transfers  that are effective on the same  Valuation Date will be treated as one
transfer  transaction.  Transfers  made  due to the  Dollar  Cost  Averaging  or
Portfolio Rebalancing services do not currently count toward the limit on number
of transfers.

     TRANSFER CHARGES.  While there is currently no charge imposed on a transfer
we reserve  the right to make a charge not to exceed  $25.00  per  transfer  for
transfers  in excess of 12 per Policy Year for the  duration of the Policy.  See
"Deductions  and Charges -- Partial  Withdrawal  and  Transfer  Charges."  In no
event,  however, will any charge be imposed in connection with the exercise of a
conversion  right or  transfers  occurring  as the result of Policy  Loans.  All
transfers  are also  subject to any charges and  conditions  imposed by the Fund
whose  shares  are  involved.  All  transfers  that  are  effective  on the same
Valuation Date will be treated as one transfer transaction.

POLICY LOANS

     GENERAL. As long as the Policy remains in effect, you may borrow money from
us at any time after the first  Policy Year using the Policy as security for the
loan.  You may not  borrow at any time more than the Loan  Value of the  Policy,
which is equal to the Cash Value less the existing Loan Amount. Each Policy loan
must be at least $500.

     Loan requests may be made in writing or by  telephoning us on any Valuation
Date.  Any loan request in excess of $25,000 will require a Signature  Guarantee
and telephone loan requests cannot exceed $10,000. No election form is currently
required to make telephone loan requests.  We will employ reasonable  procedures
to confirm that loan requests made by telephone are genuine.  In the event we do
not employ such procedures,  we 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  confirmations  of such  instructions  and/or tape  recording
telephone instructions.

     Policy loans have priority over the claims of any assignee or other person.
A Policy loan may be repaid in whole or in part at any time while the Insured is
living.

     The loan  proceeds  will normally be paid to you within seven days after we
receive your  request.  Payment of loan  proceeds to you may be postponed  under
certain circumstances. See "General Provisions -- Postponement of Payments."

     When you make a  payment  on a Policy  loan,  you must tell us that you are
making a loan payment;  otherwise,  we will treat it as a premium payment and it
will be subject to the Premium  Expense  Charge.  See  "Deductions and Charges -
Premium  Expense  Charge."  We  reserve  the right to treat a loan  payment as a
premium  payment if doing so will  prevent  your policy from  lapsing or prevent
borrowing from your policy to pay premiums.

     The total of your  outstanding  Policy loans including  unpaid interest due
thereon is called the "Loan Amount."

     IMMEDIATE  EFFECT OF POLICY  LOANS.  When we make a Policy loan,  an amount
equal to the Policy loan (which  includes  interest  payable in advance) will be
segregated  within the  Accumulation  Value of your Policy and held in the Fixed
Account as security for the loan (this includes  loans taken on policies  issued
in New Jersey).  As described  below,  you will pay interest to us on the Policy
loan,  but we will also  credit  interest to you on the amount held in the Fixed
Account as security for the loan. The amount  segregated in the Fixed Account as
security for the Policy loan will be included as part of the Fixed  Accumulation
Value under the Policy,  but will (as described below) be credited with interest
on a basis different from other amounts in the Fixed Account.

     Unless you specify  differently,  amounts  held as security  for the Policy
loan  will  come  proportionately  from the  Fixed  Accumulation  Value  and the
Variable  Accumulation Value (with the proportions being determined as described
below).  Assets equal to the portion of the Policy loan coming from the Variable
Accumulation  Value will be transferred  from the  Sub-Accounts  of the Variable
Account to the Fixed Account,  THEREBY REDUCING THE  ACCUMULATION  VALUE HELD IN
THE SUB-ACCOUNTS.  These transfers are not treated as transfers for the purposes
of the transfer charge or the limit on the number of transfers.

     ILLUSTRATION OF  DETERMINATION OF PROPORTIONS.  The segregated  amount that
will be security for a Policy loan will come from the Fixed  Accumulation  Value
and the Variable  Accumulation  Value in the same proportion that the sum of (a)
the Policy's Fixed  Accumulation  Value, less any existing Loan Amount,  and (b)
the  Policy's   Variable   Accumulation   Value,  bear  to  the  Policy's  total
Accumulation Value less any existing Loan Amount  (determined,  in each case, at
the end of the Valuation Period during which your request is received).

     This can be  illustrated  as follows.  Assume  that the Fixed  Accumulation
Value is $5,000 and the Variable  Accumulation Value is $6,000, with Sub-Account
XXX = $2,000, and Sub-Account YYY = $4,000. Assume that the existing Loan Amount
is  $1,000,  and  the new  Policy  loan  request  is  $5,000.  For  purposes  of
determining the proportions, we first subtract the existing Loan Amount from the
Fixed Accumulation Value, and then we add the Variable Accumulation Value, which
in our example would be ($5,000 - $1,000) + $6,000 = $10,000.  The proportionate
percentages of the Policy loan coming from the Fixed  Accumulation Value and the
Variable  Accumulation  Value are then determined as a percentage of this total,
which  would be  $4,000/$10,000  = 40% from the Fixed  Accumulation  Value,  and
$6,000/$10,000  = 60% from  the  Variable  Accumulation  Value.  The  percentage
deducted from the Variable  Accumulation  Value would be distributed as follows:
$2,000/$10,000  = 20%  from  Sub-Account  XXX;  and  $4,000/$10,000  = 40%  from
Sub-Account  YYY.  The  actual  amounts  coming  from the  various  Accounts  in
connection  with the new $5,000  Policy loan would be 40% X $5,000 = $2,000 from
the Fixed Account;  20% X $5,000 = $1,000 from Sub-Account XXX; and 40% X $5,000
= $2,000 from Sub-Account YYY.

     EFFECT ON INVESTMENT PERFORMANCE.  Amounts coming from the Variable Account
as  security  for Policy  loans  will no longer  participate  in the  investment
performance  of the Variable  Account.  All amounts held in the Fixed Account as
security for Policy loans (that is, the Loan Amount) will only be credited  with
interest at an effective  annual rate  currently  equal to 4.00%.  NO ADDITIONAL
INTEREST  WILL BE  CREDITED TO THESE  AMOUNTS.  On the Policy  Anniversary,  any
interest credited on these amounts will be credited to the Fixed Account and the
Variable  Account  according  to the  premium  allocation  then in  effect.  See
"Payment and Allocation of Premiums -- Allocation of Premiums."

     Although  Policy loans may be repaid in whole or in part at any time before
the  Insured's  Age 95,  Policy  loans  will  permanently  affect  the  Policy's
potential  Accumulation Value. As a result, to the extent that the Death Benefit
depends  upon the  Accumulation  Value  (see  "Death  Benefit  -- Death  Benefit
Options"),  Policy  loans will also affect the Death  Benefit  under the Policy.
This  effect  could  be  favorable  or  unfavorable  depending  on  whether  the
investment  performance of the assets  allocated to the  Sub-Account(s)  is less
than or greater than the interest  being  credited on the assets  transferred to
the Fixed  Account  while the loan is  outstanding.  Compared to a Policy  under
which no loan is made,  values under the Policy will be lower when such interest
credited  is  less  than  the  investment  performance  of  assets  held  in the
Sub-Account(s).

     EFFECT ON POLICY COVERAGE. If, on any Monthly Anniversary,  the Loan Amount
is  greater  than the  Accumulation  Value  less the then  applicable  Surrender
Charge,  we will notify you. If we do not receive  sufficient  payment within 61
days from the date we send notice to you,  the Policy  will lapse and  terminate
without value. Our written notice to you will indicate the amount of the payment
required to avoid  lapse.  The Policy may,  however,  later be  reinstated.  See
"Policy Lapse and Reinstatement."

     A Policy loan may also cause  termination  of the Death Benefit  Guarantee,
because the Loan Amount is deducted from the total  premiums paid in calculating
whether  sufficient  premiums  have  been  paid in order to  maintain  the Death
Benefit Guarantee. See "Death Benefit Guarantee."

     Proceeds  payable upon the death of the Insured will be reduced by any Loan
Amount.

     INTEREST.  The interest rate charged on Policy loans will be an annual rate
of 5.66%,  payable in  advance.  After the tenth  Policy  Year,  we will  charge
interest at an annual rate of 3.85%, payable in advance, on that portion of your
Loan Amount that is not in excess of (a) the  Accumulation  Value,  less (b) the
total of all  premiums  paid and all  partial  withdrawals.  Any  excess of this
amount will be charged interest at the annual rate of 5.66%.

     Interest  is payable in  advance  (for the rest of the Policy  Year) at the
time any Policy loan is made and at the beginning of each Policy Year thereafter
(for that  entire  Policy  Year).  If  interest is not paid when due, it will be
deducted  from the  Cash  Surrender  Value as an  additional  Policy  loan  (see
"Immediate Effect of Policy Loans" above) and will be added to the existing Loan
Amount.

     Because we charge interest in advance, any interest that we have not earned
will be refunded to you upon lapse or  surrender  of the Policy or  repayment of
the Policy Loan.

     REPAYMENT OF LOAN AMOUNT.  The Loan Amount may be repaid any time while the
Insured is living. See "General Provisions --Benefits at Age 95." If not repaid,
the Loan Amount will be deducted by us from any amount payable under the Policy.
As  described  above,  unless you  provide us with notice to the  contrary,  any
payments on the Policy will generally be treated as premium payments,  which are
subject to the  Premium  Expense  Charge,  rather  than  repayments  on the Loan
Amount.  Any  repayments  on the  Loan  Amount  will  result  in  amounts  being
reallocated  from the Fixed  Account  and to the  Sub-Accounts  of the  Variable
Account according to your current premium allocation.

     TAX  CONSIDERATIONS.  A Policy loan may have tax consequences  depending on
the circumstances of the loan. See "Federal Tax Matters -- Policy Proceeds."

FREE LOOK AND CONVERSION RIGHTS

FREE LOOK RIGHTS

     The Policy provides for an initial free look period during which you have a
right to return the Policy for cancellation and receive a refund of all premiums
paid.  You must  return  the Policy to us or your agent and ask us to cancel the
Policy by midnight of the 20th day after receiving it.

CONVERSION RIGHTS

     During  the first two  Policy  Years  and the first two years  following  a
requested  increase in Face Amount, we provide you with an option to convert the
Policy or any requested increase in Face Amount to a life insurance policy under
which the benefits do not vary with the  investment  experience  of the Variable
Account.  For policies issued in all states,  except Connecticut and New Jersey,
this option is made  available  by  permitting  you to transfer all or a part of
your Variable  Accumulation  Value to the Fixed Account.  For policies issued in
Connecticut  and New  Jersey,  you may  exchange  this  Policy  for a  different
permanent  fixed  benefit life  insurance  policy that is offered by us in those
states. The two conversion right options are discussed below.

     GENERAL OPTION.  In all states except  Connecticut and New Jersey,  you may
exercise your conversion  right by transferring all or any part of your Variable
Accumulation  Value to the Fixed  Account.  If, at any time during the first two
Policy  Years or the first two years  following  a  requested  increase  in Face
Amount,  you request transfer from the Variable Account to the Fixed Account and
indicate that you are making the transfer in exercise of your conversion  right,
the  transfer  will not be  subject  to the  transfer  charge and will not count
against  the limit on the  number of  transfers.  At the time of such  transfer,
there is no effect on the Policy's  Death  Benefit.  Face Amount,  net amount at
risk, Rate Class(es) or Issue Age -- only the method of funding the Accumulation
Value  under the Policy will be  affected.  See "Death  Benefit",  "Accumulation
Value" and Appendix A, "The Fixed Account."

     If you transfer all of the  Variable  Accumulation  Value from the Variable
Account to the Fixed  Account and indicate  that you are making this transfer in
exercise  of your  Conversion  Right,  we will  automatically  credit all future
premium  payments  on the  policy  to the Fixed  Account  unless  you  request a
different allocation.

     CONNECTICUT  AND NEW JERSEY.  During the first two policy  years and during
the first 24 months  following a  requested  increase  in Face  Amount,  you may
convert the Policy or the Face Amount  increase to any fixed  benefit whole life
insurance policy offered by us. No evidence of insurability will be required for
the conversion.  In order to convert to a new policy,  we must receive a written
conversion request; if the entire Policy is being converted,  the Policy must be
surrendered to us; the conversion must be made while the Policy is in force; and
any outstanding Loan Amount must be repaid.

     The new  policy  will  have the same  Issue  Age and  premium  class as the
Policy.  If the entire  Policy is being  converted,  the  effective  date of the
conversion  will be the date on which we receive  both your  written  conversion
request and the  Policy.  If you are  converting  a Face  Amount  increase,  the
effective  date of the  conversion  will be the date on which  we  receive  your
written conversion request.

     On the effective date of the conversion,  the new policy will have, at your
option, either:

     (a)  A death  benefit  which is equal to the Death Benefit of the Policy on
          the effective date of the conversion,  or in the case of a Face Amount
          increase, a death benefit equal to the increase in Face Amount; or

     (b)  A net amount at risk which  equals the Death  Benefit of the Policy on
          the effective date of the conversion,  less the Accumulation  Value on
          that date, or in the case of a Face Amount  increase,  a net amount at
          risk which equals the Face Amount  increase on the  effective  date of
          conversion  less  the  Accumulation   Value  on  that  date  which  is
          considered to be part of the Face Amount increase.

     The conversion  will be subject to an equitable  adjustment in payments and
Policy  values to reflect  variances,  if any, in the payments and Policy values
under the  Policy and the new  policy.  An  additional  premium  payment  may be
required. The new Policy's provisions and charges will be the same as those that
would have been in effect had the new Policy been issued on the Policy Date.

INVESTMENTS OF THE VARIABLE ACCOUNT

     There are currently  twelve  investment  alternatives  available  under the
Variable  Account.  Fidelity  Management  & Research  Company is the  investment
adviser  for the four  portfolios  of VIP and the  three  portfolios  of VIP II.
Northstar Investment Management Corporation is the investment adviser of the two
Northstar Funds. Putnam Management is the investment adviser for the three funds
of Putnam Variable Trust.

     We reserve the right to establish  additional  Sub-Accounts of the Variable
Account,  each of which could  invest in a new Fund with a specified  investment
objective.  The  Variable  Account  would then  consist of more than the current
twelve investment options. You would only be permitted,  however, to participate
in a total of seventeen investment options over the lifetime of your Policy. You
would  not  have  to  choose  your  investment  options  in  advance,  but  upon
participation  in the  seventeenth  Fund since the issue of the Policy you would
only be able to transfer within the seventeen  Funds already  utilized and which
are still available.

     The Company 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 the  Company  and by  certain  of the
Company's insurance company affiliates. These amounts are intended to compensate
the Company or the Company's  affiliates  for  administrative,  record  keeping,
distribution,  and other services  provided by the Company and its affiliates to
Funds and/or the Funds' affiliates.  Payments of such amounts by an affiliate or
affiliates  of the  Funds do not  increase  the fees  paid by the Funds or their
shareholders.

     The company recently has entered into agreements with Fidelity  Investments
Institutional  Operations  Company and Fidelity  Distributors  Corporation which
provide that,  assuming  aggregated  net asset goals are met, the Company or its
affiliates will receive a quarterly payment for administrative,  record keeping,
and  distribution  services  provided  by the  Company  or  such  affiliates  in
connection with the sale and servicing of certain of the Fidelity VIP and VIP II
Funds.

     The Funds  currently  offered  are  described  below.  A brief  summary  of
investment objectives is contained in the description of each Fund. In addition,
you should read the  prospectuses  of the Funds,  which are  combined  with this
prospectus,  for more detailed  information  and  particularly,  a more thorough
explanation  of  investment  objectives,   because  several  of  the  Funds  and
portfolios may have  objectives  that are quite  similar.  There is no assurance
that any Fund will achieve its investment  objective(s).  There is a possibility
that one Fund might become liable for any misstatement, inaccuracy or incomplete
disclosure in another Fund's prospectus.

     The Fund  shares may be  available  to fund  benefits  under both  variable
annuity and variable life  contracts and  policies.  This could,  in the future,
result in an irreconcilable conflict between the interests of the holders of the
different types of variable contracts.  The Funds have advised us that they will
monitor  for  such  conflicts  and will  promptly  provide  us with  information
regarding any such  conflicts  should they arise or become  imminent and we will
promptly advise the Funds if we become aware of any such conflicts.  If any such
material  irreconcilable conflict arises we will arrange to eliminate and remedy
such  conflict up to and  including  establishing  a new  management  investment
company  and  segregating  the  assets  underlying  the  variable  policies  and
contracts at no cost to the holders of the policies and  contracts.  For a brief
explanation of the conflicts that may be involved in such  situations,  refer to
the section entitled "FMR and Its Affiliates" in the VIP and VIP II Prospectuses
and the section  entitled  "Sales and  Redemptions" in the Putnam Variable Trust
Prospectus.

     The Funds described below distribute dividends and capital gains.  However,
distributions  are  automatically  reinvested in additional Fund shares,  at net
asset value. The Sub-Account receives the distributions which are then reflected
in the Unit Value of that Sub-Account. See "Accumulation Value."

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIP)

     VIP is a mutual fund trust currently including five investment  portfolios,
each with a  different  investment  objective.  Presently,  the  following  four
portfolios are available within this Policy.

     MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as
is consistent with  preserving  capital and providing  liquidity.  The portfolio
will  invest  only  in  high-quality   U.S.  dollar   denominated  money  market
instruments of domestic and foreign  issuers.  An investment in the portfolio is
not insured or guaranteed by the U.S. Government,  and there can be no assurance
that the Portfolio will maintain a stable net asset value per share of $1.00.

     HIGH  INCOME  PORTFOLIO  seeks to obtain a high level of current  income by
investing  primarily  in  high-yielding,   lower-rated  fixed-income  securities
(sometimes  referred  to as "junk  bonds"),  while  also  considering  growth of
capital.  Lower-rated  fixed-income  securities are considered  speculative  and
involve greater risk of default than  higher-rated  fixed-income  securities and
are more sensitive to the issuer's  capacity to pay.  Consult the VIP Prospectus
for further information on the risks associated with the portfolio's  investment
in lower-rated fixed-income securities.

     EQUITY-INCOME  PORTFOLIO seeks reasonable income by investing  primarily in
income-producing  equity securities.  In choosing these securities the portfolio
will also consider the potential for capital appreciation.  The portfolio's goal
is to  achieve a yield  which  exceeds  the  composite  yield on the  securities
comprising the Standard & Poor's Composite Index of 500 Stocks.

     GROWTH  PORTFOLIO  seeks to achieve  capital  appreciation.  The  portfolio
normally purchases common stocks, although its investments are not restricted to
any one type of security.  Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIP II)

     VIP  II  is  a  mutual  fund  trust  currently  including  five  investment
portfolios, each with a different investment objective. Presently, the following
three portfolios are available within this Policy.

     INVESTMENT  GRADE BOND PORTFOLIO seeks as high a level of current income as
is consistent with the  preservation of capital by investing in a broad range of
investment-grade fixed-income securities.

     INDEX 500 PORTFOLIO seeks to provide  investment results that correspond to
the total return (i.e., the combination of capital changes and income) of common
stocks  publicly  traded in the United States.  In seeking this  objective,  the
portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low. The portfolio is designed as a long-term investment option.

     CONTRAFUND  PORTFOLIO seeks capital  appreciation by investing in companies
believed to be undervalued due to an overly pessimistic appraisal by the public.
The portfolio invests primarily in common stock and securities  convertible into
common stock,  but it has the flexibility to invest in any type of security that
may produce capital appreciation.

NORTHSTAR VARIABLE TRUST (NORTHSTAR)

     Northstar is a diversified management investment company currently offering
four investment funds, each with a different investment objective. The following
two Northstar Funds are available under this Policy.

     NORTHSTAR  INCOME  AND  GROWTH  FUND  is a  diversified  portfolio  with an
investment  objective of seeking  current income  balanced with the objective of
achieving  capital  appreciation.  This Fund will seek to achieve its  objective
through  investments  in common and preferred  stocks,  convertible  securities,
investment grade corporate debt securities and government  securities,  selected
for their prospects of producing income and capital appreciation. Wilson/Bennett
Capital Management,  Inc. ("Wilson/Bennett") is the sub-adviser to this Fund and
is responsible for the day-to-day  investment management of the Fund, subject to
the supervision of the investment adviser and the Trustees of the Fund. All fees
and expenses of the subadvisory arrangement are borne by the investment adviser.

     NORTHSTAR  MULTI-SECTOR  BOND  FUND  is a  diversified  portfolio  with  an
investment  objective  of  maximizing  current  income.  This  Fund will seek to
achieve its objective by investment in the following sectors of the fixed income
securities  markets:  (a)  securities  issued or  guaranteed as to principal and
interest by the U.S. Government, its agencies, authorities or instrumentalities;
(b)  investment  grade  corporate  debt  securities;  (c)  investment  grade  or
comparable  quality debt securities  issued by foreign  corporate  issuers,  and
securities  issued by  foreign  governments  and their  political  subdivisions,
limited  to 35% of assets  determined  at the time of  investment;  and (d) high
yield _ high risk fixed income  securities of U.S. and foreign issuers,  limited
to 50% of assets determined at the time of investment.

PUTNAM VARIABLE TRUST

     Putnam  Variable  Trust  is  a  mutual  fund  currently   offering  sixteen
investment funds, each with a different investment  objective.  Presently,  only
the following three funds are available under this Policy.

     PUTNAM VT DIVERSIFIED INCOME FUND seeks high current income consistent with
capital  preservation  by investing in the following  three sectors of the fixed
income securities  markets: a U.S. Government Sector, a High Yield Sector (which
invests  primarily in securities that are commonly known as "junk bonds") and an
International  Sector.  Consult the Putnam Variable Trust Prospectus for further
information on the risks  associated with this Fund's  investments in high-yield
higher-risk fixed income securities.

     PUTNAM VT GROWTH AND INCOME FUND seeks capital growth and current income by
investing  primarily in common stocks that offer  potential for capital  growth,
current income, or both.

     PUTNAM  VT  VOYAGER  FUND  seeks  capital  appreciation  primarily  from  a
portfolio of common stocks that Putnam  Management  believes have  potential for
capital appreciation that is significantly greater than that of market averages.

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

     We reserve the right,  subject to compliance  with  applicable  law and, if
required,  approval by the Insurance Department, to make additions to, deletions
from, or  substitutions  for the shares that are held by the Variable Account or
that the Variable  Account may  purchase.  We reserve the right to eliminate the
shares of any of the  Funds  and to  substitute  shares  of  another  Fund or of
another  open-end,  registered  investment  company.  We will not substitute any
shares  attributable  to your interest in a Sub-Account of the Variable  Account
without  notice and prior  approval  of the SEC,  to the extent  required by the
Investment Company Act of 1940 or other applicable law. Nothing contained herein
shall prevent the Variable  Account from  purchasing  other  securities of other
Funds or classes of policies,  or from permitting a conversion  between Funds or
classes of policies on the basis of requests made by Policy owners.

     We also  reserve  the right to  establish  additional  Sub-Accounts  of the
Variable  Account,  each of which  would  invest in a new Fund,  or in shares of
another investment  company,  with a specified  investment  objective.  New Sub-
Accounts may be established  when, in our sole  discretion,  marketing  needs or
investment  conditions warrant,  and any new Sub-Accounts will be made available
to  existing  Policy  owners  on a basis  to be  determined  by us.  We may also
eliminate one or more Sub-Accounts if, in our sole discretion,  marketing,  tax,
or investment conditions warrant.

     In the event of any such  substitution or change,  we may make such changes
in this and other  policies as may be necessary or  appropriate  to reflect such
substitution or change.  You may transfer the portion of the Accumulation  Value
affected without payment of a Transfer Charge. If deemed by us to be in the best
interests  of persons  having  voting  rights under the  Policies,  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 our other separate accounts.

VOTING RIGHTS

     You have the right to instruct us how to vote the Fund shares  attributable
to the Policy at regular  meetings  and special  meetings of the Funds.  We will
vote  the  Fund  shares  held  in  Sub-Accounts  according  to the  instructions
received, 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 invested in Fund shares.

     If we determine  that,  because of applicable law or regulation,  we do not
have to vote  according to the voting  instructions  received,  we will vote the
Fund shares at our discretion.

     All persons entitled to voting rights and the number of votes they may cast
are determined as of a record date, selected by us, not more than 90 days before
the meeting of the Fund. All Fund proxy materials and appropriate  forms used to
give voting instructions will be sent to persons having voting interests.

     Any Fund  shares held in the  Variable  Account for which we do not receive
timely voting instructions, or which are not attributable to Policy owners, will
be voted by us in proportion to the instructions received from all Policy owners
having a voting  interest in the Fund.  Any 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 Fund in  proportion to each
account's  voting interest in the respective Fund, and will be voted in the same
manner as are the respective account's votes.

     Owning the Policy  does not give you the right to vote at  meetings  of our
stockholders.

     DISREGARD OF VOTING INSTRUCTIONS.  We may, when required by state insurance
regulatory  authorities,  disregard  voting  instructions  if  the  instructions
require   that  the   shares   be  voted  so  as  to  cause  a  change   in  the
subclassification  or  investment  objective  of  any  Fund  or  to  approve  or
disapprove an  investment  advisory  contract for any Fund. In addition,  we may
disregard voting instructions in favor of changes initiated by a Policy owner in
the  investment  policy or the  investment  adviser of any Fund if we reasonably
disapprove of such changes.  A change would be disapproved  only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we  determine  that the  change  would have an  adverse  effect on the  Variable
Account  in that  the  proposed  investment  policy  for a Fund  may  result  in
speculative  or  unsound  investments.  In  the  event  we do  disregard  voting
instructions,  a summary of that  action and the reasons for such action will be
included in the next annual report to owners.

GENERAL PROVISIONS

BENEFITS AT AGE 95

   
     If the  Insured  is living at Age 95 and the  Policy is in force,  the Cash
Surrender Value of the Policy will  automatically  be applied to purchase single
premium paid-up life insurance, unless you notify us in writing on or before the
Insured's  attained Age 95 that the Cash Surrender Value should be paid in cash.
While the Cash  Surrender  Value of the new  paid-up  policy will be the same as
this  Policy,  the face  amount of the new policy  will be  whatever  the single
premium will purchase.
    

OWNERSHIP

     While the Insured is alive, subject to the Policy's provisions you may:

     *    Change the amount and frequency of premium payments.

     *    Change the allocation of premiums.

     *    Change the Death Benefit Option.

     *    Change the Face Amount.

     *    Make transfers between accounts.

     *    Surrender the Policy for cash.

     *    Make a partial withdrawal for cash.

     *    Receive a cash loan.

     *    Assign the Policy as collateral.

     *    Change the beneficiary.

     *    Transfer ownership of the Policy.

     *    Enjoy any other rights the Policy allows.

PROCEEDS

     At the Insured's death, the proceeds payable include the Death Benefit then
in force:

     *    Plus  any  additional  amounts  provided  by  rider on the life of the
          Insured;

     *    Plus any Policy loan interest that we have collected but not earned;

     *    Minus any Loan Amount; and

     *    Minus any unpaid Monthly Deductions.

BENEFICIARY

     You may name one or more  beneficiaries  on the application  when you apply
for the Policy.  You may later change  beneficiaries by written  request.  If no
beneficiary  is surviving  when the Insured dies, the Death Benefit will be paid
to you, if surviving, or otherwise to your estate.

POSTPONEMENT OF PAYMENTS

     Payments  from the Variable  Account for Death  Benefits,  cash  surrender,
partial  withdrawal,  or loans will generally be made within seven days after we
receive all the documents required for the payments.

     We may,  however,  delay making a payment when we are not able to determine
the  Variable  Accumulation  Value  because  (i) the New York Stock  Exchange is
closed, other than customary weekend or holiday closings,  or trading on the New
York Stock  Exchange is  restricted  by the SEC,  (ii) the SEC by order  permits
postponement for the protection of Policyholders,  or (iii) an emergency exists,
as  determined  by the SEC, as a result of which  disposal of  securities is not
reasonably  practicable  or it is not  reasonably  practicable  to determine the
value of the Variable  Account's  net assets.  Transfers  and  allocation to and
against any  Sub-Account  of the Variable  Account may also be  postponed  under
these circumstances.

     Any of the payments  described  above which are made from the Fixed Account
may be delayed up to six months from the date we receive the documents required.
We will pay  interest  at the same rate we are  currently  paying on proceeds at
death from the date of the  request  to the date of payment if we delay  payment
more than 10 days.  No  additional  interest  will be  credited  to any  delayed
payments.  The time a payment from the Fixed Account may be delayed and the rate
of interest paid on such amounts may vary among states.

SETTLEMENT OPTIONS

     Settlement  Options are ways you can choose to have the  Policy's  proceeds
paid. These options apply to proceeds paid:

     *    At the Insured's death.

     *    On total surrender of the Policy.

   
     The proceeds are paid to one or more payees.  The proceeds may be paid in a
lump sum or may be applied to one of the following Settlement Options.  Proceeds
will be paid in one sum unless one or more Options are requested.  A combination
of options may be used.  At least  $2,500 must be applied to any option for each
payee under that option.  Under an installment  Option,  each payment must be at
least $25.00.  We may adjust the interval  between payments to make each payment
at least $25.00.
    

     Proceeds  applied to any Option no longer earn interest at the rate applied
to the Fixed Account or participate in the investment performance of the Funds.

     Option 1 -- Proceeds are left with us to earn interest. Withdrawals and any
     changes are subject to our approval.

     Option 2 --  Proceeds  and  interest  are paid in equal  installments  of a
     specified amount until the proceeds and interest are all paid.

     Option 3 -- Proceeds  and  interest  are paid in equal  installments  for a
     specified period until the proceeds and interest are all paid.

     Option 4 -- The proceeds provide an annuity payment with a specified number
     of months "certain." The payments are continued for the life of the primary
     payee.  If the primary  payee dies before the certain  period is over,  the
     remaining payments are paid to a contingent payee.

     Option 5 -- The  proceeds  provide a life income for two  payees.  When one
     payee dies, the surviving  payee  receives  two-thirds of the amount of the
     joint monthly payment for life.

     Option 6 -- The proceeds are used to provide an annuity  based on the rates
     in effect when the proceeds  are applied.  We do not apply this Option if a
     similar option would be more favorable to the payee at that time.

     INTEREST ON  SETTLEMENT  OPTIONS.  We base the  interest  rate for proceeds
applied  under  Options 1 and 2 on the interest rate we declare on funds that we
consider to be in the same classification  based on the Option,  restrictions on
withdrawal,  and other  factors.  The  interest  rate will never be less than an
effective annual rate of 3.50%.

     In determining amounts to be paid under Options 3 and 4, we assume interest
at an effective annual rate of 3.50%.  Also, for Option 3 and "certain"  periods
under  Option 4, we credit any excess  interest  we may declare on funds that we
consider to be in the same classification  based on the Option,  restrictions on
withdrawal, and other factors.

INCONTESTABILITY

     After the Policy has been in force  during the  Insured's  lifetime for two
years from the Policy's Issue Date, we cannot claim the Policy is void or refuse
to pay any proceeds unless the Policy has lapsed.

     If you make a Face Amount  increase  or a premium  payment  which  requires
proof of  insurability,  the  corresponding  Death Benefit  increase has its own
two-year contestable period measured from the date of the increase.

     If the Policy is reinstated,  the  contestable  period is measured from the
date of  reinstatement  with respect to statements  made on the  application for
reinstatement.

MISSTATEMENT OF AGE AND SEX

     If the  Insured's  Age or sex or both are  misstated  (except  where unisex
rates apply),  the Death Benefit will be the amount that the most recent cost of
insurance  would  purchase  using the  current  cost of  insurance  rate for the
correct Age and sex.

SUICIDE

     If the Insured commits suicide within two years of the Policy's Issue Date,
we do not pay the Death  Benefit.  Instead,  we refund all premiums paid for the
Policy and any attached riders, minus any Loan Amounts and partial withdrawals.

     If you make a Face Amount  increase  or a premium  payment  which  requires
proof of  insurability,  the  corresponding  Death Benefit  increase has its own
two-year suicide limitation for the proceeds  associated with that increase.  If
the Insured  commits  suicide,  whether sane or insane,  within two years of the
effective  date of the increase,  we pay the Death Benefit prior to the increase
and refund the cost of insurance for that increase.

TERMINATION

     The Policy terminates when any of the following occurs:

     *    The Policy lapses. See "Policy Lapse and Reinstatement."

     *    The Insured dies.

     *    The Policy is surrendered for its Cash Surrender Value.

     *    The Policy is amended according to the amendment  provision  described
          below and you do not accept the amendment.

AMENDMENT

     We reserve  the right to amend the Policy,  subject to the  approval of the
Insurance  Department,  in order to include any future  changes  relating to the
following:

     *    Any SEC rulings and regulations.

     *    The Policy's  qualification  for treatment as a life insurance  policy
          under the following:
          - The Internal Revenue Code of 1986, as amended.
          - Internal Revenue Service rulings and regulations.
          - Any requirements imposed by the Internal Revenue Service.

REPORTS

     ANNUAL STATEMENT.  We will send you an Annual Statement once each year free
of charge,  showing the Face Amount,  Death Benefit,  Accumulation  Value,  Cash
Surrender Value, Loan Amount, premiums paid, Planned Periodic Premiums, interest
credits, partial withdrawals, transfers, and charges since the last statement.

     Additional  statements are available upon request. We may make a charge not
to exceed $50.00 for each additional Annual Statement you request.

     PROJECTION  REPORT.  Upon request,  we will provide you a report projecting
future  results  based on the Death  Benefit  Option you  specify,  the  Planned
Periodic Premiums you specify,  the Accumulation Value of your Policy at the end
of the prior  Policy  Year,  and any other  assumptions  specified  by you or us
(subject to any SEC limitations).  We may make a charge not to exceed $50.00 for
each Projection Report you request.

DIVIDENDS

     The Policy does not entitle you to  participate  in our surplus.  We do not
pay you dividends under the Policy.

     The  Sub-Account  receives any dividends paid by the related Fund. Any such
dividend is credited to you through the calculation of the  Sub-Account's  daily
Unit Value.

COLLATERAL ASSIGNMENT

     You may assign the benefits of the Policy as  collateral  for a debt.  This
limits your rights to the Cash Surrender Value and the  beneficiary's  rights to
the  proceeds.  An  assignment  is not  binding on us until we  receive  written
notice.

OPTIONAL INSURANCE BENEFITS

     The Policy can include  additional  benefits,  in the form of riders to the
Policy,  if our  requirements  for issuing  such  benefits are met. We currently
offer the following benefit riders:

     ACCELERATED BENEFIT RIDER. Under certain  circumstances a part of the Death
Benefit  may be paid to you when the  Insured  has been  diagnosed  as  having a
terminal  illness.  This  Rider may not be  available  in all  states.  Ask your
registered  representative  about the  availability of this Rider in your state.
See "Accelerated Benefit Rider."

     ACCIDENTAL  DEATH  BENEFIT  RIDER.  Provides an  additional  benefit if the
Insured dies from an accidental injury.

     ADDITIONAL INSURED RIDER.  Provides a 10 year, guaranteed level premium and
level term  coverage for the Insured,  the Insured's  spouse,  or a child of the
Insured.

     WAIVER OF MONTHLY  DEDUCTION RIDER. The Monthly Deduction for the Policy is
waived while the Insured is totally disabled under the terms of the rider.

     CHILDREN'S  INSURANCE RIDER.  Provides up to $10,000 of term life insurance
on the life of each of the Insured's children.

     COST OF LIVING INCREASE RIDER.  Provides optional  increases in Face Amount
on the life of the Insured  every two years based on the cost of living  without
evidence of insurability.

     WAIVER OF  SPECIFIED  PREMIUM  RIDER.  Contributes  a  specified  amount of
premium to the Policy each month while the Insured is totally disabled under the
terms of the rider.  This rider may not be  available  in all  states.  Ask your
registered representative about the availability of this rider in your state.

FEDERAL TAX MATTERS

     The following  discussion is not intended to be a complete  description  of
the tax status of the Policies.  Rather,  it provides  information  about how we
believe the tax laws apply in the most commonly occurring circumstances. The tax
treatment of certain  aspects of the Policies,  such as  surrenders  and partial
withdrawals,  is  uncertain  or may be  changed  by  regulations  adopted in the
future.  For these reasons,  Policy owners are advised to consult with their own
tax advisers with regard to the tax implications of the Policies.

POLICY PROCEEDS

     GENERAL.  The Policy should qualify as a life insurance contract as long as
it satisfies  certain  definitional  tests under  Section 7702 and 817(d) of the
Internal Revenue Code (the "Code") and as long as the underlying investments for
the Contract satisfy  diversification  requirements  under section 817(h) of the
Code (see  "Diversification  Requirements").  Section 7702 of the Code  provides
that the Policy will so qualify if it satisfies a cash value  accumulation  test
or a guideline premium  requirement and falls within a cash value corridor.  The
qualification  of the Policy  under  Section 7702 depends in part upon the Death
Benefit  payable  under the  Policy at any time.  To the  extent a change in the
Policy,  such as a decrease in Face Amount or a change in Death Benefit  Option,
would cause the Policy not to qualify, we will not make the change.  Also, if at
any time a premium is paid which would result in total  premiums  exceeding  the
current  maximum  premiums  allowed,  we will only  accept  that  portion of the
premium  which would make total  premiums  equal the  maximum.  See "Payment and
Allocation of Premiums -- Amount and Timing of Premiums."

     MODIFIED ENDOWMENT CONTRACTS. In 1988 Congress created a new classification
of life  insurance  policies  known as "Modified  Endowment  Contracts."  Policy
loans, partial surrenders and partial withdrawals of cash from a policy which is
classified as a Modified  Endowment  Contract are taxable as ordinary  income to
the Policy owner. Additionally, taxable distributions, if made before the Policy
owner is 591/2, are subject to a Federal income tax penalty of 10%.

     Modified Endowment  Contract  classification may be avoided by limiting the
amount of premiums  paid under the Policy.  If you  contemplate  a large premium
payment under this Policy,  and you wish to avoid  Modified  Endowment  Contract
classification,  you may contact us in writing  before making the payment and we
will tell you the maximum amount which can be paid into the Policy.

     DIVERSIFICATION  REQUIREMENTS.  Flexible  premium  variable life  insurance
policies  such as these  Policies  will be treated as life  insurance  contracts
under the Code as long as the separate  accounts  funding  them are  "adequately
diversified"  under  section  817(h) of the Code and  regulations  issued by the
Treasury Department.  If the Variable Account is determined to be not adequately
diversified, Policy owners in the Variable Account will be treated as the owners
of the underlying  assets and thus currently  taxable on earnings and gains. The
investment  adviser  of  the  respective  mutual  fund  investment  options  has
responsibility for maintaining the investment diversification required under the
Code.

     DEATH BENEFITS.  The Death Benefit  proceeds payable under either the Level
Amount Option or the Variable  Amount  Option will be excludable  from the gross
income of the beneficiary under Section 101(a) of the Code.

TAXATION OF DISTRIBUTIONS

     SURRENDERS AND PARTIAL WITHDRAWALS.  A surrender or lapse of the Policy may
have tax consequences.  Upon surrender,  the owner will not be taxed on the Cash
Surrender  Value except for the amount,  if any, that exceeds the gross premiums
paid less the untaxed portion of any prior withdrawals. The amount of any Policy
loan will,  upon surrender or lapse,  be added to the Cash  Surrender  Value and
treated,  for this  purpose,  as if it had been  received.  The  treatment  of a
preferred loan is unclear; such a loan may be considered a withdrawal instead of
an indebtedness of the Policy owner. A loss incurred upon surrender is generally
not deductible.  The tax  consequences of a surrender may differ if the proceeds
are received under any income payment settlement option.

     A complete  surrender of the Policy  will,  and a partial  withdrawal  may,
under  Section  72(e)(5) of the Code,  be  included in your gross  income to the
extent that the distribution exceeds your investment in the Policy.  Withdrawals
or  partial  surrenders  generally  are not  taxable  unless  the  total of such
withdrawals  exceeds  total  premiums  paid to the date of  withdrawal  less the
untaxed  portion of any prior  withdrawals.  During  the first 15 policy  years,
however, an additional amount may be taxable if the partial surrender results in
or is necessitated by a reduction in benefits. A qualified tax adviser should be
consulted  regarding the tax consequences of any surrender or partial withdrawal
during the first 15 policy years.

     The  increase in  Accumulation  Value of the Policy will not be included in
gross income unless and until there is a total  surrender or partial  withdrawal
under the  Policy.  A  complete  surrender  of the  Policy  will,  and a partial
withdrawal  may,  under Section  72(e)(5) of the Code, be included in your gross
income to the extent the distribution exceeds your investment in the Policy.

     The  Unemployment  Compensation  Amendments  of 1992 require us to withhold
Federal  income  tax at the  rate of 20% on most  distributions  from  qualified
plans, unless the distribution is an "eligible rollover distribution" as defined
by the  Unemployment  Compensation  Act of 1992  and the  Policy  owner  files a
written  request  with us for a  direct  rollover  to an  individual  retirement
account  as  described  in 408(b)  of the Code,  or as  applicable,  to  another
qualified plan or a Section 403(b) arrangement that accepts rollovers.

     POLICY LOANS.  Under Section 72(e)(5) of the Code, loans received under the
Policy will be  generally  recognized  as loans for tax purposes and will not be
considered to be  distributions  subject to tax.  Pursuant to Section 163 of the
Code, interest paid to us with respect to the loan may or may not be deductible,
depending  upon a number  of  factors.  If the  Policy is a  Modified  Endowment
Contract,  a Policy loan or assignment of any portion of the Accumulation  Value
will  be  taxable  in an  amount  equal  to  the  lesser  of the  amount  of the
loan/assignment  or the excess of Accumulation Value over the Owner's investment
in the Policy.  Due to the  complexity of these  factors,  a Policy owner should
consult a competent tax adviser as to the  deductibility of interest paid on any
Policy loans.

     OTHER TAXES.  Federal estate taxes and state and local estate,  inheritance
and  other  taxes  may  become  due  depending  on   applicable   law  and  your
circumstances  or the  circumstances  of the  Policy  beneficiary  if you or the
Insured dies. Any person  concerned about the estate  implications of the Policy
should consult a competent tax adviser.

TAXATION OF POLICIES HELD BY PENSION,  CERTAIN DEFERRED  COMPENSATION  PLANS AND
OTHER ARRANGEMENTS

     PENSION AND PROFIT-SHARING PLANS. If a Policy is purchased by a trust which
forms part of a pension or profit-sharing plan qualified under Section 401(a) of
the Code for the benefit of  participants  covered  under the plan,  the Federal
income tax  treatment  of such  Policies  will be somewhat  different  from that
described above. A competent tax adviser should be consulted on these matters.

     DEFERRED  COMPENSATION  PLANS FOR PUBLIC  EMPLOYEES  AND  EMPLOYEES  OF TAX
EXEMPT ORGANIZATIONS. Section 457 of the Code permits state and local government
employers and tax exempt employers to establish deferred  compensation plans for
eligible employees and independent contractors.  Eligible plans limit the amount
of  compensation  which may be deferred.  Distribution  from eligible  plans may
occur only upon the death of the employee,  attainment of age 701/2,  separation
from service or in the event of an unforseeable emergency.  Amounts deferred may
be transferred  directly to another  eligible  deferred  compensation  plan. The
employer will be the Owner and Beneficiary of all policies issued to an eligible
plan.  Policies are subject to the claims of the employer's  general  creditors.
Death  Benefit  proceeds  payable  to the  employer,  some or all of  which  are
subsequently  paid by the employer to the employee's  beneficiary under the plan
will not be excludable  from gross income under Section 101(a) or Section 101(b)
of the Code and will be taxable as ordinary  income.  An employee has no present
legal  right or vested  interest  in such  policies;  an employee is entitled to
distributions only in accordance with eligible plan provisions.

     OTHER  ARRANGEMENTS.  In  addition,  the  Policy  may be  used  in  various
arrangements, including nonqualified deferred compensation or salary continuance
plans,  split dollar  insurance  plans,  executive bonus plans,  retiree medical
benefit plans and others.  The tax consequences of such plans may vary depending
on the  particular  facts  and  circumstances  of each  individual  arrangement.
Therefore,  if you are  contemplating the use of a Policy in any arrangement the
value of which  depends in part on its tax  consequences,  you should be sure to
consult a qualified tax advisor  regarding the tax  attributes of the particular
arrangements.

TAXATION OF RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY

     We do not initially expect to incur any income tax burden upon the earnings
or the realized  capital gains  attributable to the Variable  Account.  Based on
this expectation,  no charge is being made currently to the Variable Account for
Federal income taxes which may be attributable to the Account.  If, however,  we
determine  that we may incur  such tax  burden,  we may assess a charge for such
burden from the Variable Account.

     We may also incur state and local taxes,  in addition to premium taxes,  in
several  states.  At  present  these  taxes are not  significant.  If there is a
material  change in state or local tax laws,  charges  for such  taxes,  if any,
attributable to the Variable Account, may be made.

OTHER CONSIDERATIONS

     The foregoing  discussion is general and is not intended as tax advice. Any
person  concerned  about these tax  implications  should consult a competent tax
adviser.  This discussion is based on our  understanding  of the present Federal
income tax laws as they are currently  interpreted by the IRS. No representation
is  made  as to the  likelihood  of  continuation  of  these  current  laws  and
interpretations.  It should be further understood that the foregoing  discussion
is not exhaustive and that special rules not described in this Prospectus may be
applicable in certain situations. Moreover, no attempt has been made to consider
any applicable state or other tax laws.

LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS

     The Policy is based on actuarial tables which  distinguish  between men and
women and therefore provide different benefits to men and women of the same Age.
Employers and employee organizations should consider, in consultation with legal
counsel,  the impact of the  Supreme  Court  decision of July 6, 1983 in ARIZONA
GOVERNING  COMMITTEE V.  NORRIS.  That  decision  stated that  optional  annuity
benefits  provided  under an employee's  deferred  compensation  plan could not,
under Title VII of the Civil  Rights Act of 1964,  vary between men and women on
the basis of sex. Employers and employee  organizations should also consider, in
consultation  with  legal  counsel,  the  impact  of Title  VII  generally,  and
comparable  state  laws  that  may  be  applicable,  on  any  employment-related
insurance or benefit plan for which a Policy may be purchased.

     Because of the NORRIS  decision,  the  charges  under the Policy  that vary
depending on sex may in some cases not vary on the basis of the  Insured's  sex.
Unisex rates to be provided by us will apply,  if requested on the  application,
for  tax-qualified  plans and those plans where an  employer  believes  that the
NORRIS decision applies.  In this case,  references made to the mortality tables
applicable to this Policy are to be disregarded and substituted with an 60% male
40%  female  blend of the  1980  Commissioner's  Standard  Ordinary  Smoker  and
Non-Smoker Mortality Tables, Age Last Birthday.

DISTRIBUTION OF THE POLICIES

     We intend to sell the Policies in all jurisdictions  where we are licensed.
The Policies will be sold by licensed  insurance  agents who are also registered
representatives  of broker-dealers  registered with the SEC under the Securities
Exchange Act of 1934 who are members of the National  Association  of Securities
Dealers, Inc.

     The Policies will be  distributed  by the general  distributor,  Washington
Square Securities, Inc., (WSSI), a Minnesota corporation,  which is an affiliate
of ours.  WSSI is a securities  broker-dealer  registered  with the SEC and is a
member of the National Association of Securities Dealers, Inc. It is primarily a
mutual funds dealer and has dealer  agreements  under which it markets shares of
more  than 50 mutual  funds.  It also  markets  limited  partnerships  and other
tax-sheltered  or  tax-deferred  investments,  and acts as  general  distributor
(principal underwriter) for variable annuity products issued by us. The Policies
may also be sold through other broker-dealers  authorized by WSSI and applicable
law to do so. Registered representatives of such broker-dealers may be paid on a
different basis than described below.

     Registered  representatives  who sell the Policies will receive commissions
based on a commission schedule. In the first Policy Year,  commissions generally
will be no more  than  50% of the  premiums  paid up to the  annualized  Minimum
Monthly Premium.  In any subsequent Policy Year,  commissions  generally will be
2% of premiums paid in that year. Corresponding commissions will be paid upon
a requested  increase in Face Amount.  In addition,  a commission of .25% of the
average monthly Accumulation Value during each Policy Year may be paid. Further,
registered representatives may be eligible to receive certain overrides, expense
allowances and other benefits based on the amount of earned commissions.

<TABLE>
<CAPTION>

MANAGEMENT
                                                                             PRINCIPAL OCCUPATION
   DIRECTORS AND OFFICERS                                                  AND BUSINESS EXPERIENCE
   ----------------------                                                  -----------------------
<S>                                       <C>  
Stephen A. Carb*                          Partner of Carb, Luria, Glassner, Cook & Kufeld (law firm) since 1962.

James Cochran**                           Executive Vice President of ReliaStar  Bankers  Security Life Insurance  Company
                                          since 1996;  Executive Vice President and Chief  Operating  Officer of ReliaStar
                                          United  Services  Life  Insurance  Company  ("RUSL")  since  1996:  Senior  Vice
                                          President, Product Development and Strategic Planning of RUSL from 1995 to 1996;
                                          Senior Vice President, Product Development from 1990 to 1995.                   

R. Michael Conley***                      Senior Vice  President  of ReliaStar  Financial  Corp.  since 1991;  Senior Vice
                                          President, ReliaStar Employee Benefits of ReliaStar Life Insurance Company since
                                          1986;  President  of  NWNL  Benefits  Corporation  since  1988;  Executive  Vice
                                          President of ReliaStar  Bankers  Security  Life  Insurance  Company  since 1996;
                                          Director of various subsidiaries of ReliaStar Financial Corp.                   

Richard R. Crowl***                       Senior Vice  President,  General  Counsel and  Secretary of ReliaStar  Financial  
                                          Corp.  since 1996;  Senior Vice President and General  Counsel of ReliaStar Life  
                                          Insurance Company,  ReliaStar Bankers Security Life Insurance Company,  Northern  
                                          Life Insurance  Company,  and ReliaStar  United Services Life Insurance  Company  
                                          since 1996;  Executive Vice President and General  Counsel of Washington  Square  
                                          Advisers,  Inc.  since 1986;  Vice  President and Associate  General  Counsel of  
                                          ReliaStar  Financial  Corp.  from 1989 to 1996;  Vice  President  and  Associate  
                                          General Counsel of ReliaStar Life Insurance Company from 1985 to 1996;  Director  
                                          and Senior Vice President of various subsidiaries of ReliaStar Financial Corp.    

John H. Flittie***                        Vice Chairman, President and Chief Operating Officer of ReliaStar Life Insurance  
                                          Company since 1996; President and Chief Operating Officer of ReliaStar Financial  
                                          Corp.  and ReliaStar  Life Insurance  Company since 1993;  Vice Chairman,  Chief  
                                          Executive  Officer and President of ReliaStar  Bankers  Security Life  Insurance  
                                          Company since 1996;  Vice Chairman of ReliaStar  United  Services Life Insurance  
                                          Company and ReliaStar Bankers Security Life Insurance Company since 1995; Senior  
                                          Executive  Vice  President and Chief  Operating  Officer of ReliaStar  Financial  
                                          Corp. and ReliaStar Life Insurance  Company from 1992 to 1993;  Senior Executive  
                                          Vice President and Chief  Operating  Officer of ReliaStar  Financial  Corp. from  
                                          1991 to 1992;  Executive Vice President and Chief Financial Officer of ReliaStar  
                                          Financial Corp. and ReliaStar Life Insurance Company from 1989 to 1991; Director  
                                          of  Community  First  BankShares,  Inc.  and  Director  and  Officer  of various  
                                          subsidiaries of ReliaStar Financial Corp.                                         

James T. Hale*                            Senior Vice President of Dayton Hudson Corporation since 1981.

Wayne R.  Huneke***                       Senior Vice  President,  Chief  Financial  Officer and  Treasurer  of  ReliaStar
                                          Financial Corp. and ReliaStar Life Insurance Company since 1994; Vice President,
                                          Treasurer and Chief Accounting  Officer from 1990 to 1994;  Director and Officer
                                          of various subsidiaries of ReliaStar Financial Corp.                            

Kenneth U. Kuk***                         Senior Vice President of ReliaStar  Financial Corp. and ReliaStar Life Insurance 
                                          Company since 1996; Vice President,  Strategic  Marketing of ReliaStar Financial 
                                          Corp.  and  ReliaStar  Life  Insurance  Company  since 1996;  Vice  President of 
                                          Investments  of  ReliaStar  Financial  Corp.  from  1991 to 1996;  President  of 
                                          Washington  Square  Advisers,  Inc. since 1995;  Chairman of ReliaStar  Mortgage 
                                          Corporation since 1988;  Director of National Commercial Finance Association and 
                                          Director and Officer of various subsidiaries of ReliaStar Financial Corp.        

Richard E. Nolan*                         Senior  Counsel of Davis Polk & Wardwell  (law firm) since 1996 and  Partner from 
                                          1990 to 1996.

Fioravante G. Perrotta*                   Retired 1996; Formerly Senior Partner of Rogers & Wells (law firm) since 1970.

Robert C. Salipante***                    Senior Vice  President of Personal  Financial  Services of  ReliaStar  Financial 
                                          Corp. and ReliaStar Life Insurance Company since 1996;  Executive Vice President 
                                          of ReliaStar  Bankers  Security Life Insurance  Company since 1996;  Senior Vice 
                                          President of  Individual  Division and  Technology of ReliaStar  Life  Insurance 
                                          Company since 1996; Senior Vice President of Strategic  Marketing and Technology 
                                          of ReliaStar  Financial Corp. and ReliaStar Life Insurance  Company from 1994 to 
                                          1996; Senior Vice President and Chief Financial  Officer of ReliaStar  Financial 
                                          Corp.  and ReliaStar Life  Insurance  Company from 1992 to 1994;  Executive Vice 
                                          President of Ameritrust  Corporation from 1988 to 1992;  Director and Officer of 
                                          various subsidiaries of ReliaStar Financial Corp.                                

David J. Sloane**                         Executive Vice President and Chief Operating Officer of ReliaStar Bankers Security
                                          Life Insurance Company since 1990.

John G. Turner***                         Chairman and Chief Executive Officer of ReliaStar  Financial Corp. and ReliaStar 
                                          Life Insurance  Company since 1993;  Chairman of ReliaStar  United Services Life 
                                          Insurance  Company and ReliaStar  Bankers Security Life Insurance  Company since 
                                          1995;  Chairman  of  Northern  Life  Insurance  Company  since  1992;  Chairman, 
                                          President and Chief Executive Officer of ReliaStar Financial Corp. and ReliaStar 
                                          Life  Insurance  Company  in 1993;  President  and Chief  Executive  Officer  of 
                                          ReliaStar  Financial  Corp. and ReliaStar  Life  Insurance  Company from 1991 to 
                                          1993;  President and Chief Operating  Officer of ReliaStar  Financial Corp. from 
                                          1989 to 1991;  President and Chief Operating Officer of ReliaStar Life Insurance 
                                          Company  from 1986 to 1991;  Director  and  Officer of various  subsidiaries  of 
                                          ReliaStar Financial Corp.                                                        

Charles B. Updike*                        Partner of Schoeman, Marsh & Updike (law firm) since 1976.

Ross M. Weale*                            President of Waccabuc Enterprise,  Inc. (management consulting firm) since 1996;
                                          President and Chief Executive  Officer of Country Bank  (financial  institution)
                                          from 1986 to 1996.                                                              

Steven W. Wishart***                      Senior Vice President and Chief Investment Officer of ReliaStar  Financial Corp.
                                          since 1989;  Senior Vice  President of ReliaStar  Life  Insurance  Company since
                                          1981;  President and Chief Executive Officer of ReliaStar  Investment  Research,
                                          Inc.  (formerly WSCR, Inc.) since 1996;  President of Washington  Square Capital
                                          Inc. from 1981 to 1996;  President of WSCR, Inc. from 1986 to 1996;  Director of
                                          National  Benefit  Resources  Group  Services  Inc.  and Director and Officer of
                                          various subsidiaries of ReliaStar Financial Corp.                               

</TABLE>

*    Director
**   Officer
***  Director and Officer

The Executive  Committee of our Board of Directors consists of Directors Turner,
Flittie, Hale, Huneke, and Weale.

The Compliance  Committee of our Board of Directors consists of Directors Weale,
Carb, Hale, Nolan, Perrotta, and Updike.

STATE REGULATION

     We are  subject  to the laws of the State of New York  governing  insurance
companies and to regulation and  supervision by the Insurance  Department of the
State of New York.  An annual  statement in a prescribed  form is filed with the
Insurance  Department each year, and in each state we do business,  covering our
operations for the preceding  year and our financial  condition as of the end of
that  year.  Our books  and  accounts  are  subject  to review by the  Insurance
Division and a full  examination  of our  operations  is conducted  periodically
(usually   every  three  years)  by  the  National   Association   of  Insurance
Commissioners.  This  regulation  does  not,  however,  involve  supervision  or
management of our investment practices or policies.

     In addition, we are subject to regulation under the insurance laws of other
jurisdictions in which we operate.

LEGAL PROCEEDINGS

     There are no legal proceedings to which the Variable Account is a party. We
are engaged in litigation of various kinds;  however,  our  management  does not
believe that any of this litigation is of material importance in relation to our
total assets.

BONDING ARRANGEMENTS

     An insurance  company  blanket  bond is  maintained  providing  $25,000,000
coverage  for  our  officers  and  employees  and  those  of  Washington  Square
Securities, Inc., (WSSI), subject to a $500,000 deductible.

LEGAL MATTERS

     Legal  matters  in  connection  with the  Variable  Account  and the Policy
described  in this  Prospectus  have been  passed  upon by  Robert  B.  Saginaw,
Esquire, Attorney for the Company.

EXPERTS

     The  statement  of assets and  liabilities  of ReliaStar  Bankers  Security
Variable Life Separate Account I as of December 31, 1996, the related  statement
of  operations  and changes in net assets for the years ended  December 31, 1996
and 1995, and the annual financial statements of ReliaStar Bankers Security Life
Insurance  Company  included in this  Prospectus 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  statement of  operations  and changes in net assets for the year ended
December  31, 1994  included in this  Prospectus  has been  audited by KPMG Peat
Marwick LLP, independent  auditors,  as stated in their report which is included
herein,  and has been so included in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

     Actuarial  matters included in this Prospectus have been examined by Steven
P. West, F.S.A.,  M.A.A.A.,  as stated in the opinion filed as an exhibit to the
Registration Statement.

REGISTRATION STATEMENT CONTAINS FURTHER INFORMATION

     A  Registration  Statement has been filed with the SEC under the Securities
Act of 1933 with respect to the Policies.  This  Prospectus does not contain all
information included in the Registration Statement, its amendments and exhibits.
For further information concerning the Variable Account, the Funds, the Policies
and us, please refer to the Registration Statement.

     Statements in this Prospectus concerning provisions of the Policy and other
legal  documents are summaries.  Please refer to the documents as filed with the
SEC for a complete statement of the provisions of those documents.

     Information may be obtained from the SEC's principal  office in Washington,
D.C., for a fee it prescribes, or examined there without charge.

FINANCIAL STATEMENTS

     The financial statements for the Variable Account reflect the operations of
the Variable  Account and its  Sub-Accounts as of December 31, 1996 and for each
of the three years in the period then ended.  Although the financial  statements
are audited, the periods they cover are not necessarily indicative of the longer
term performance of the assets held in the Variable Account.

     The financial  statements  of ReliaStar  Bankers  Security  Life  Insurance
Company which are included in this Prospectus  should be distinguished  from the
financial  statements of the Variable  Account and should be considered  only as
bearing upon the ability of ReliaStar Bankers Security Life Insurance Company to
meet its  obligations  under the  Policies.  They  should not be  considered  as
bearing  on the  investment  performance  of the  assets  held  in the  Variable
Account.

                          INDEPENDENT AUDITORS' REPORT

To ReliaStar Bankers Security Life Insurance Company
and ReliaStar Bankers Security Variable Life Separate Account I Policyowners:

We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
ReliaStar  Bankers Security  Variable Life Separate Account I as of December 31,
1996, and the related statements of operations and changes in net assets for the
years ended  December  31, 1996 and 1995.  These  financial  statements  are the
responsibility  of the management of ReliaStar  Bankers  Security Life Insurance
Company.  Our  responsibility  is to  express  an  opinion  on  these  financial
statements  based on our audits.  The statement of operations and changes in net
assets for the year ended  December 31, 1994 was audited by other auditors whose
report dated February 2, 1995 expressed an unqualified opinion on the statement.

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 the ReliaStar Bankers Security
Variable Life Separate Account I as of December 31, 1996, and the results of its
operations  and changes in net assets for the years ended  December 31, 1996 and
1995, in conformity with generally accepted accounting principles.



Deloitte & Touche LLP

Minneapolis, MN
January 31, 1997



<TABLE>
                  ReliaStar Bankers Security Variable Life Separate Account I
                              Statement of Assets and Liabilities
                                    December  31, 1996
                       
                                                                    Sub-accounts
                                                 Common       Money                     Asset        Total
                                                 Stock        Market        Bond      Allocation  Sub-accounts
                                              ------------ ------------ ------------ ------------ ------------
<S>                                          <C>          <C>          <C>           <C>          <C>    
Assets:
 Investments in USLICO Series 
   Fund Portfolios (see below)               $ 11,426,420 $  5,083,111 $  1,199,475 $  5,447,240 $ 23,156,246
                                                                              
 Policy loans                                   1,024,694      663,172        5,815      363,266    2,056,947
                                              ------------ ------------ ------------ ------------ ------------
       Total assets                            12,451,114    5,746,283    1,205,290    5,810,506   25,213,193
                                              ------------ ------------ ------------ ------------ ------------
Liabilities:                                        
 Net accrued for policy related
     transactions due to ReliaStar Bankers        397,396      346,574       30,230      280,447    1,054,647
                                                    
 Amounts payable to ReliaStar Bankers             375,000      125,000    1,000,000    1,000,000    2,500,000
                                              ------------ ------------ ------------ ------------ ------------
       Total liabilities                          772,396      471,574    1,030,230    1,280,447    3,554,647
                                              ------------ ------------ ------------ ------------ ------------
Net assets - for variable life                                                             
  insurance policies                         $ 11,678,718 $  5,274,709 $    175,060 $  4,530,059 $ 21,658,546
                                              ============ ============ ============ ============ ============

Investments basis data:
      Shares Owned                                862,089    5,083,111      119,651      459,625
      Cost                                   $  9,652,511 $  5,083,111 $  1,204,793 $  5,015,173


</TABLE>
See accompanying notes to financial statements.



<TABLE>
                  ReliaStar Bankers Security Variable Life Separate Account I
                     Statement of Operations and Changes in Net Assets
                           For the Year Ended December 31, 1996
                       
                                                                  Sub-accounts
                                                 Common       Money                     Asset        Total
                                                 Stock        Market        Bond      Allocation  Sub-accounts
                                              ------------ ------------ ------------ ------------ ------------
<S>                                          <C>          <C>          <C>           <C>          <C>  
Investment income:                                                            
  Income:
    Reinvested dividends                     $  1,730,933 $    239,222 $     79,033 $    616,657 $  2,665,845
  Expenses:
    Mortality and expense risk charges             52,648       25,332        6,246       26,396      110,622
                                              ------------ ------------ ------------ ------------ ------------
Net investment income                           1,678,285      213,890       72,787      590,261    2,555,223

Net unrealized gains (losses) on investments      218,820       -           (45,487)     (58,160)     115,173
Net realized gains (losses) on investments        112,451       -            (2,455)      45,103      155,099
                                              ------------ ------------ ------------ ------------ ------------
  Net increase in net assets resulting
     from operations                            2,009,556      213,890       24,845      577,204    2,825,495

From policy related transactions:
                                                                                           
  Transfers in for net premiums                   750,758      525,344       26,137      771,955    2,074,194
                                                                                           
  Transfers between sub-accounts                    7,794       (9,177)       1,629         (246)        -
                                                                 
  Transfers for withdrawal/surrender             (629,285)    (289,528)      (7,385)    (389,029)  (1,315,227)
                                                    
Transfer of investment and operating                                                  
  results to ReliaStar Bankers                   (397,332)    (247,087)     (28,931)    (362,831)  (1,036,181)
                                              ------------ ------------ ------------ ------------ ------------
Net increase in net assets                      1,741,491      193,442       16,295      597,053    2,548,281

Net assets, beginning of year                   9,937,227    5,081,267      158,765    3,933,006   19,110,265
                                              ------------ ------------ ------------ ------------ ------------
Net assets, end of year                      $ 11,678,718 $  5,274,709 $    175,060 $  4,530,059 $ 21,658,546
                                              ============ ============ ============ ============ ============

</TABLE>
See accompanying notes to financial statements.


<TABLE>
                  ReliaStar Bankers Security Variable Life Separate Account I
                         Statement of Operations and Changes in Net Assets
                               For the Year Ended December 31, 1995
                       
                                                                   Sub-accounts
                                                Common       Money                   Asset       Total
                                                 Stock      Market       Bond     Allocation  Sub-accounts
                                              ----------- ----------- ----------- ----------- ------------
<S>                                           <C>         <C>         <C>         <C>         <C>
Investment income:                                                          
  Income:
    Reinvested dividends                     $   766,217 $   265,384 $    88,556 $   374,017 $  1,494,174
  Expenses:
    Mortality and expense risk charges            43,747      24,562       6,089      23,138       97,536
                                              ----------- ----------- ----------- ----------- ------------
Net investment income                            722,470     240,822      82,467     350,879    1,396,638

Net unrealized gains on investments            1,606,225       -         113,035     649,668    2,368,928
Net realized gains on investments                 21,777       -           -           5,314       27,091
                                              ----------- ----------- ----------- ----------- ------------
  Net increase in net assets resulting
       from operations                         2,350,472     240,822     195,502   1,005,861    3,792,657

From policy related transactions:
                                                                                        
  Transfers in for net premiums                  806,287     520,818      27,169     859,175    2,213,449
                                                                                        
  Transfers between sub-accounts                  16,931      (2,784)       -        (14,147)        -
                                                                
  Transfers for withdrawal/surrender            (569,134)   (411,810)    (15,701)   (364,839)  (1,361,484)
                                                    
Transfer of investment and operating                                               
  results to ReliaStar Bankers                  (435,407)   (246,086)   (179,318)   (509,281)  (1,370,092)
                                              ----------- ----------- ----------- ----------- ------------
          Net increase in net assets           2,169,149     100,960      27,652     976,769    3,274,530

Net assets, beginning of year                  7,768,078   4,980,307     131,113   2,956,237   15,835,735
                                              ----------- ----------- ----------- ----------- ------------
Net assets, end of year                      $ 9,937,227 $ 5,081,267 $   158,765 $ 3,933,006 $ 19,110,265
                                              =========== =========== =========== =========== ============

</TABLE>
See accompanying notes to financial statements.



<TABLE>
                   ReliaStar Bankers Security Variable Life Separate Account I
                         Statement of Operations and Changes in Net Assets
                                 For the Year Ended December 31, 1994
                       
                                                                    Sub-accounts
                                                 Common       Money                     Asset        Total
                                                 Stock        Market        Bond      Allocation  Sub-accounts
                                              ------------ ------------ ------------ ------------ ------------
<S>                                           <C>          <C>          <C>          <C>          <C>
Investment income:                                                            
  Income:
    Reinvested dividends                     $    751,944 $    167,844 $     79,455 $    326,897 $  1,326,140
  Expenses:
    Mortality and expense risk charges             38,943       23,541        5,721       19,168       87,373
                                              ------------ ------------ ------------ ------------ ------------
Net investment income                             713,001      144,303       73,734      307,729    1,238,767

Net unrealized losses on investments             (645,732)      -          (123,218)    (399,781)  (1,168,731)

Net realized gains(losses) on investments          14,527       -            (2,933)      -            11,594
                                              ------------ ------------ ------------ ------------ ------------
  Net increase(decrease) in net assets resulting
       from operations                             81,796      144,303      (52,417)     (92,052)      81,630

From policy related transactions:
                                                                                           
  Transfers in for net premiums                   862,124      683,395       28,067      919,831    2,493,417
                                                                                           
  Transfers between sub-accounts                   21,000      (39,241)         131       18,110       -
                                                                 
  Transfers for withdrawal/surrender             (633,567)    (301,779)      (8,746)    (270,052)  (1,214,144)

Transfer of investment and operating                                                  
  results from(to) ReliaStar Bankers             (261,278)    (273,280)      35,467     (264,132)    (763,223)
                                              ------------ ------------ ------------ ------------ ------------
                                                   70,075      213,398        2,502      311,705      597,680

Net assets, beginning of year                   7,698,003    4,766,909      128,611    2,644,532   15,238,055
                                              ------------ ------------ ------------ ------------ ------------
Net assets, end of year                      $  7,768,078 $  4,980,307 $    131,113 $  2,956,237 $ 15,835,735
                                              ============ ============ ============ ============ ============

</TABLE>
See accompanying notes to financial statements.

ReliaStar Bankers Security Variable Life Separate Account I - Notes to 
Financial Statements - December 31, 1996

(1) Organization - ReliaStar  Bankers Security  Variable Life Separate Account I
("Separate  Account I") was  established  by  ReliaStar  Bankers  Security  Life
Insurance  Company  ("ReliaStar  Bankers"),  previously  Bankers  Security  Life
Insurance  Society,  in 1986 under New York insurance laws.  Separate  Account I
operates as a unit investment trust under the Investment Company Act of 1940 and
is used to fund certain benefits for variable life insurance  policies issued by
ReliaStar  Bankers.  The assets of Separate  Account I and its sub- accounts are
the  property of  ReliaStar  Bankers.  The portion of Separate  Account I assets
applicable to the variable  life  policies will not be charged with  liabilities
arising out of any other business ReliaStar Bankers may conduct.  The net assets
maintained in the sub-accounts provide the basis for the periodic  determination
of the amount of increased or decreased  benefits  under the  policies.  The net
assets may not be less than the amount required under the state insurance law to
provide  for  death  benefits  (without  regard  to the  minimum  death  benefit
guarantee) and other policy  benefits.  Additional  assets are held in ReliaStar
Bankers'  general account to cover the contingency  that the guaranteed  minimum
death  benefit  might exceed the death  benefit which would have been payable in
the absence of such guarantee.

In January 1995, ReliaStar Bankers became an indirect wholly-owned subsidiary of
ReliaStar Financial Corp.  ("ReliaStar"),  a financial services company based in
Minneapolis,  Minnesota.  Prior to that time  ReliaStar  Bankers was an indirect
wholly-owned  subsidiary  of USLICO  Corporation.  USLICO  Series Fund  ("Series
Fund") is an open-end diversified management investment company whose shares are
sold only to ReliaStar Bankers and other affiliates separate accounts.

(2) Summary of Significant Accounting Policies
     (a) Valuation of Investments - Investments in shares of the Series Fund are
valued  at the  reported  net  asset  value of the  respective  portfolios.  The
aggregate  cost of the  investments  acquired  and  the  aggregate  proceeds  of
investments sold, for the year ended December 31, 1996, were:

                        Cost of Shares       Proceeds from
 Sub-account             Acquired             Shares Sold 

Common Stock             $1,730,933           $  496,949
Money Market                239,222              119,626
Bond                         79,033              170,973
Asset Allocation            616,657              388,530
       Total             $2,665,845           $1,176,078

     (b) Security  Transactions  - Purchases and sales are recorded on the trade
date.
     (c) Federal  Income Taxes - ReliaStar  Bankers is taxed as a life insurance
company under the Internal Revenue Code of 1986, as amended (the "Code").  Since
the sub-accounts  are not separate  entities from ReliaStar  Bankers,  and their
operations form a part of ReliaStar  Bankers,  they will not be taxed separately
as a "regulated  investment  company"  under  Sub-chapter  M of the Code.  Under
existing Federal income tax law, investment income of the sub- accounts,  to the
extent that it is applied to increase  reserves  under a contract,  is not taxed
and may be  compounded  for  reinvestment  without  additional  tax to ReliaStar
Bankers.
     (d) Charges  Deducted  from  Premiums - Transfers  to the  sub-accounts  of
Separate  Account I for net  premiums  represent  gross  premiums  payable for a
policy year, less deductions for sales loads,  administrative expenses,  premium
taxes,  risk charges and  additional  premiums,  if any, for optional  insurance
benefits.
     (e) Amounts Payable to ReliaStar Bankers - The amounts payable to ReliaStar
Bankers in each  sub-account  arises from the amount  allocated  from  ReliaStar
Bankers to facilitate commencement of operations.
     (f) Dividends - Dividends  received on the shares held by the  sub-accounts
of  Separate  Account I are  reinvested  to  purchase  additional  shares of the
applicable portfolio of the Series Fund.
     (g) Transfer of Investment and Operating Results from(to) ReliaStar Bankers
- - The sub-accounts  transfer their investment and operating results in excess of
amounts required to meet policyholder reserve and liability amounts to ReliaStar
Bankers.  When investment and operating results are insufficient to meet reserve
requirements, ReliaStar Bankers transfers to the sub-accounts amounts sufficient
to fund the  deficiency.  Also  included in this  transfer are cost of insurance
charges  totaling  $789,100,  $805,900 and $862,400 for all sub-accounts for the
years ended December 31, 1996, 1995 and 1994 respectively.

(3)  Administration  and Related Party  Transactions - A daily charge is made by
ReliaStar  Bankers  against each  sub-account's  investments  for  mortality and
expense risks at an effective annual rate of .50%. The mortality risk assumed is
that  insureds  may  live for a  shorter  period  of time  than  estimated  and,
therefore,  a greater  amount of death benefits than expected will be payable in
relation to the amount of premiums  received.  The expense  risk assumed is that
expenses incurred in issuing and administering the policies will be greater than
estimated.  Other  costs of  administering  Separate  Account I are  absorbed by
ReliaStar Bankers.

ReliaStar  Financial  Marketing  Corporation,  a direct  wholly-owned  ReliaStar
subsidiary,  acts as principal underwriter (as defined in the Investment Company
Act of 1940) of Separate Account I's policies. Washington Square Advisers, Inc.,
previously known as Washington Square Capital,  Inc., also a direct wholly-owned
ReliaStar  subsidiary,  serves as  investment  adviser to the  Series  Fund with
respect to short-term and fixed maturity securities. Newbold's Asset Management,
Inc. serves as investment  sub-adviser to the Series Fund with respect to equity
securities.

Certain  officers  and  directors of ReliaStar  and  ReliaStar  Bankers are also
officers and directors of ReliaStar Financial Marketing Corporation,  the Series
Fund and Washington Square Advisers, Inc.

                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Policyowners
ReliaStar Bankers Security Variable Life Separate Account I:

We have  audited the  accompanying  statement of  operations  and changes in net
assets of ReliaStar  Bankers Security Variable Life Separate Account I (formerly
Bankers Security  Variable Life Separate  Account)  (Separate Account I) for the
year ended December 31, 1994. This financial  statement is the responsibility of
the Separate Account I's management. Our responsibility is to express an opinion
on this financial statement based on our audit.

We conducted our audit 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   statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statement.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statement  referred to above presents fairly, in
all material respects, the results of operation and changes in net assets of the
ReliaStar  Bankers Security  Variable Life Separate Account I for the year ended
December 31, 1994, in conformity with generally accepted accounting principles.


/s/ KPMG Peat Marwick LLP


Washington, D.C.
February 2, 1995



INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholder
ReliaStar Bankers Security Life Insurance Company
(A Wholly Owned Subsidiary of ReliaStar United Services Life Insurance Company)
Woodbury, New York


     We have  audited  the  accompanying  balance  sheets of  ReliaStar  Bankers
Security  Life  Insurance  Company as of  December  31,  1996 and 1995,  and the
related  statements of income,  shareholder's  equity and cash flows for each of
the two years in the period ended December 31, 1996. 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 Bankers Security
Life  Insurance  Company as of December 31, 1996 and 1995 and the results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 1996, in conformity with generally accepted accounting principles.

     As discussed in Note 2 to the financial statements, on January 17, 1995 the
Company was acquired by ReliaStar  Financial Corp.  (ReliaStar) and consequently
the financial  statements  reflect a new basis of  accounting.  In addition,  in
December 1995 The North Atlantic Life Insurance Company of America, a subsidiary
of ReliaStar  was merged into the  Company.  The merger was  accounted  for in a
manner similar to a pooling of interests.

Minneapolis, Minnesota
March 31, 1997


<TABLE>
<CAPTION>


BALANCE SHEETS
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)

                                                                                            DECEMBER 31
                                                                                            -----------
(IN MILLIONS)                                                                         1996                  1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                   <C>    
ASSETS
INVESTMENTS
Fixed Maturity Securities (Amortized Cost: 1996, $1,297.5; 1995, $1,308.6)        $1,356.7              $1,413.4
Equity Securities (Cost: 1996, $6.5; 1995, $5.8)                                       7.3                   6.6
Mortgage Loans on Real Estate                                                        276.3                 233.9
Real Estate                                                                            1.6                   7.2
Policy Loans                                                                          73.4                  68.5
Other Invested Assets                                                                  5.6                   4.9
Short-Term Investments                                                                 8.7                  14.7
- ----------------------------------------------------------------------------------------------------------------
       Total Investments                                                           1,729.6               1,749.2
- ----------------------------------------------------------------------------------------------------------------
Cash                                                                                  (4.7)                 13.6
Accounts and Notes Receivable                                                          6.1                  13.4
Reinsurance Receivable                                                                26.1                  32.1
Deferred Policy Acquisition Costs                                                    131.8                 113.5
Present Value of Future Profits                                                       53.3                  39.7
Property and Equipment, Net                                                            7.9                   7.8
Accrued Investment Income                                                             25.1                  25.7
Goodwill                                                                              16.9                  17.3
Other Assets                                                                           1.5                   8.4
Assets Held in Separate Accounts                                                     403.3                 272.9
- ----------------------------------------------------------------------------------------------------------------
       TOTAL ASSETS                                                               $2,396.9              $2,293.6
================================================================================================================

LIABILITIES
Future Policy and Contract Benefits                                               $1,575.0              $1,607.3
Pending Policy Claims                                                                 22.5                  24.0
Other Policyholder Funds                                                               8.7                   5.7
Income Taxes                                                                          28.6                  30.4
Other Liabilities                                                                     23.5                  29.4
LIABILITIES RELATED TO SEPARATE ACCOUNTS                                             400.8                 269.8
- ----------------------------------------------------------------------------------------------------------------
       Total Liabilities                                                           2,059.1               1,966.6
- ----------------------------------------------------------------------------------------------------------------

SHAREHOLDER'S EQUITY
Common Stock (1.4 Million Shares Issued and Outstanding)                               2.8                   2.8
Additional Paid-In Capital                                                           165.4                 165.4
Net Unrealized Investment Gains                                                       28.0                  41.8
Retained Earnings                                                                    141.6                 117.0
- ----------------------------------------------------------------------------------------------------------------
Total Shareholder's Equity                                                           337.8                 327.0
- ----------------------------------------------------------------------------------------------------------------
       TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                                 $2,396.9              $2,293.6
================================================================================================================

</TABLE>


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


STATEMENTS OF INCOME
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)
<TABLE>
<CAPTION>

                                                                                       YEAR ENDED DECEMBER 31
                                                                                       ----------------------
(IN MILLIONS)                                                                         1996                  1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                   <C>  
REVENUES
Premiums                                                                           $  47.1               $  53.4
Net Investment Income                                                                137.0                 134.0
Realized Investment Gains                                                              3.5                    .4
Policy and Contract Charges                                                           65.7                  59.4
Other Income                                                                           2.0                   1.7
- ----------------------------------------------------------------------------------------------------------------
     Total                                                                           255.3                 248.9
- ----------------------------------------------------------------------------------------------------------------

BENEFITS AND EXPENSES
Benefits to Policyholders                                                            154.1                 163.2
Sales and Operating Expenses                                                          44.8                  30.9
Amortization of Deferred Policy Acquisition Costs
     and Present Value of Future Profits                                              18.0                  18.4
Dividends and Experience Refunds to Policyholders                                        -                    .4
- ----------------------------------------------------------------------------------------------------------------
     Total                                                                           216.9                 212.9
- ----------------------------------------------------------------------------------------------------------------
Income before Income Taxes                                                            38.4                  36.0
Income Tax Expense                                                                    13.8                  13.4
- ----------------------------------------------------------------------------------------------------------------
     NET INCOME                                                                    $  24.6               $  22.6
================================================================================================================

</TABLE>

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


STATEMENTS OF SHAREHOLDER'S EQUITY
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)
<TABLE>
<CAPTION>

                                                                                      YEAR ENDED DECEMBER 31
                                                                                      ----------------------
(IN MILLIONS)                                                                           1996            1995
- ------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>     
COMMON STOCK
Beginning and End of Year                                                            $   2.8        $    2.8
- ------------------------------------------------------------------------------------------------------------

ADDITIONAL PAID-IN CAPITAL
Beginning of Year                                                                      165.4            47.4
Purchase Accounting Adjustment                                                             -            78.8
Merger with Affiliate                                                                      -            39.2
- ------------------------------------------------------------------------------------------------------------
    End of Year                                                                        165.4           165.4
- ------------------------------------------------------------------------------------------------------------

NET UNREALIZED INVESTMENT GAINS (LOSSES)
Beginning of Year                                                                       41.8           (13.1)
Purchase Accounting Adjustment                                                             -            13.1
Merger with Affiliate                                                                      -            (9.9)
Change for the Year                                                                    (13.8)           51.7
- ------------------------------------------------------------------------------------------------------------
    End of Year                                                                         28.0            41.8
- ------------------------------------------------------------------------------------------------------------

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS
Beginning of Year                                                                          -            (1.9)
Purchase Accounting Adjustment                                                             -             1.9
- ------------------------------------------------------------------------------------------------------------
End of Year                                                                                -               -
- ------------------------------------------------------------------------------------------------------------

RETAINED EARNINGS
Beginning of Year                                                                      117.0           113.4
Purchase Accounting Adjustment                                                             -          (113.4)
Merger With Affiliate                                                                      -            94.4
Net Income                                                                              24.6            22.6
- ------------------------------------------------------------------------------------------------------------
    End of Year                                                                        141.6           117.0
- ------------------------------------------------------------------------------------------------------------

    TOTAL SHAREHOLDER'S EQUITY                                                       $ 337.8        $  327.0
============================================================================================================

</TABLE>

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


STATEMENTS OF CASH FLOWS
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)
<TABLE>
<CAPTION>

                                                                                       YEAR ENDED DECEMBER 31
                                                                                       ----------------------
(IN MILLIONS)                                                                         1996                  1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                   <C>    
OPERATING ACTIVITIES
Net Income                                                                         $  24.6               $  22.6
Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities
       Interest Credited to Insurance Contracts                                       75.1                  77.2
       Future Policy Benefits                                                        (59.6)                (39.2)
       Capitalization of Policy Acquisition Costs                                    (26.5)                (26.1)
       Amortization of Deferred Policy Acquisition Costs
          and Present Value of Future Profits                                         18.0                  18.4
       Deferred Income Taxes                                                           6.2                   3.9
       Net Change in Receivables and Payables                                          9.0                 (12.0)
       Other Assets                                                                    7.9                   (.1)
       Realized Investment Gains, Net                                                 (3.5)                  (.4)
       OTHER                                                                           (.2)                  (.1)
- ----------------------------------------------------------------------------------------------------------------
   Net Cash Provided by Operating Activities                                          51.0                  44.2
- ----------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities                                      24.6                  15.7
Proceeds from Maturities or Repayment of Fixed Maturity Securities
   Available-for-Sale                                                                134.6                  67.7
   Held-to-Maturity                                                                      -                  41.9
Cost of Fixed Maturity Securities Acquired
   Available-for-Sale                                                               (146.5)               (107.5)
   Held-to-Maturity                                                                      -                 (41.8)
Sale (Purchases) of Equity Securities, Net                                             (.7)                  2.3
Proceeds of Mortgage Loans Sold, Matured or Repaid                                    40.9                  36.0
Cost of Mortgage Loans Acquired                                                      (83.4)                (57.3)
Sales of Real Estate, Net                                                              6.8                    .1
Policy Loans Issued, Net                                                              (4.9)                 (8.6)
Sales of Other Invested Assets, Net                                                     .8                  16.3
Sales (Purchases) of Short-Term Investments, Net                                       6.0                 (11.0)
Cash Acquired with Merger of Affiliate                                                   -                    .6
- ----------------------------------------------------------------------------------------------------------------
   Net Cash Used by Investing Activities                                             (21.8)                (45.6)
- ----------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Deposits to Insurance Contracts                                                      134.9                 154.3
Maturities and Withdrawals from Insurance Contracts                                 (182.4)               (141.9)
- ----------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities                                     (47.5)                 12.4
- ----------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash                                                          (18.3)                 11.0
Cash at Beginning of Year                                                             13.6                   2.6
- ----------------------------------------------------------------------------------------------------------------
Cash at End of Year                                                                $  (4.7)              $  13.6
================================================================================================================

</TABLE>

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


NOTES TO FINANCIAL STATEMENTS
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)

NOTE 1. CHANGES IN ACCOUNTING PRINCIPLES

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED  ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF

Effective  January 1, 1996,  ReliaStar  Bankers Security Life Insurance  Company
(Bankers  Security or the Company)  adopted  Statement  of Financial  Accounting
Standards  (SFAS) No. 121,  "Accounting for the Impairment of Long-Lived  Assets
and  for  Long-Lived  Assets  to Be  Disposed  Of."  SFAS  No.  121  establishes
accounting   standards  for  the  impairment  of  long-lived   assets,   certain
identifiable  intangibles,  and goodwill  related to those assets to be held and
used and for  long-lived  assets  and  certain  identifiable  intangibles  to be
disposed  of.  This  Statement  requires  that  long-lived  assets  and  certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. Measurement of an impairment
loss for long-lived  assets and identifiable  intangibles that an entity expects
to hold and use  should  be based on the  fair  value of the  asset.  Long-lived
assets and certain  identifiable  intangibles to be disposed of must be reported
at the lower of carrying amount or fair value less cost to sell. The adoption of
this standard did not have a significant  effect on the financial results of the
Company.

ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN

Effective  January 1, 1995,  the Company  adopted SFAS No. 114,  "Accounting  by
Creditors for  Impairment of a Loan" and SFAS No. 118,  "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures." SFAS No. 114 and
SFAS No.  118  require a company to measure  impairment  based upon the  present
value of expected future cash flows discounted at the loan's effective  interest
rate, the loan's  observable market price or the fair value of the collateral if
the loan is collateral dependent. If foreclosure is probable, the measurement of
impairment must be based upon the fair value of the collateral.  The adoption of
these  standards did not have a significant  effect on the financial  results of
the Company.

NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
The Company is principally  engaged in the business of providing life insurance,
annuities and related financial service products. 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 ReliaStar  United  Services  Life
Insurance  Company  (United  Services)  which is a  wholly-owned  subsidiary  of
ReliaStar  Life Insurance  Company  (ReliaStar  Life) whose  ultimate  parent is
ReliaStar  Financial Corp.  (ReliaStar).  Bankers Security,  United Services and
ReliaStar Life were formerly known as Bankers  Security Life Insurance  Society,
United Services Life Insurance Company and Northwestern  National Life Insurance
Company,  respectively.  Prior to January 17, 1995 the Company's ultimate parent
was USLICO Corporation (USLICO).

On January  17,  1995,  ReliaStar  acquired  USLICO and  contributed  all of the
capital stock of United  Services and Bankers  Security to ReliaStar  Life.  The
North Atlantic Life Insurance  Company of America  (NALIC),  an affiliate of the
Company and a  wholly-owned  subsidiary  of  ReliaStar  Life was merged into the
Company pursuant to a statutory merger (the Merger) which became effective as of
December 28, 1995. The financial statements for the year ended December 31, 1995
reflect the effects of the merger of NALIC into the Company, which was accounted
for in a manner similar to a pooling of interests, as of January 1, 1995.

The financial statements also reflect a new basis of accounting for the accounts
of the Company (excluding  NALIC).  Under the new basis of accounting the assets
and liabilities of the Company  (excluding NALIC) were valued at their estimated
fair value as of the date USLICO was acquired.  The excess of the purchase price
allocated to the Company (excluding NALIC) over the fair value of the net assets
acquired is  reflected as goodwill on the balance  sheets.  This is known as the
purchase method of accounting under  Accounting  Principles Board Opinion No. 16
pushed down to the subsidiary's financial statements (push-down accounting).

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.

INVESTMENTS

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

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

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

Investment  real  estate  owned  directly by the Company is carried at cost less
accumulated  depreciation  and  allowances  for  estimated  losses.  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.

Unrealized  investment gains and losses of equity  securities and fixed maturity
securities  classified as  available-for-sale,  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 in 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 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 reviews, on a continual
basis, 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.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost, net of accumulated  depreciation  of
$1.9 million and $1.1 million at December 31, 1996 and 1995,  respectively.  The
Company provides for depreciation of property and equipment using  straight-line
and accelerated methods over the estimated useful lives of the assets. Buildings
are generally depreciated over 35 to 50 years. Depreciation expense for 1996 and
1995 amounted to $.3 million and $.4 million, respectively.

SEPARATE ACCOUNTS

The Company operates separate accounts. The assets (principally investments) and
liabilities  (principally  to  contractholders)  of  each  account  are  clearly
identifiable  and  distinguishable  from  other  assets and  liabilities  of the
Company. Assets are carried at fair value.

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
whole  life  and  term  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 unearned premiums and the amortization of DAC and PVFP.

RECOGNITION   OF  UNIVERSAL   LIFE-TYPE   CONTRACTS   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
payments for 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. Certain deferred
annuities are considered investment contracts.  Amounts received as payments for
such contracts are not reported as premium revenues.

Revenues  for  investment  contracts  consist  of  investment  income and policy
administration  charges.  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.

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 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 the
insurance  business  in-force at the date the Company was acquired by ReliaStar,
and represents the portion of the cost to acquire the Company 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.  The weighted
average discount rate used to determine such value was approximately 15%.

An analysis of the PVFP asset account is presented below:
<TABLE>
<CAPTION>

                                                                                             YEAR ENDED DECEMBER 31
                                                                                             ----------------------
(IN MILLIONS)                                                                                  1996          1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>             <C>  
Balance, Beginning of Year                                                                   $39.7               -
Acquisition                                                                                      -           $75.6
Imputed Interest                                                                               3.8             4.4
Amortization                                                                                  (8.4)           (8.5)
Impact of Net Unrealized Investment Gains and Losses                                          18.2           (31.8)
- ------------------------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                                                                         $53.3           $39.7
- ------------------------------------------------------------------------------------------------------------------

</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 initial
PVFP balance  will be between 5% and 6% in each of the years 1997 through  2001.
The  interest  rates used to  determine  the amount of imputed  interest  on the
unamortized PVFP balance ranged from 5% to 8%.

GOODWILL

Goodwill is the excess of the amount  paid to acquire the Company  over the fair
value of the net assets acquired.  Goodwill is amortized on straight-line  basis
over 40 years.  The carrying  value of goodwill is monitored  for  impairment of
value based on the Company's  estimated future  earnings.  The carrying value of
goodwill  is reduced and a charge to income is recorded  when an  impairment  in
value is identified. No such goodwill impairment charges have been recorded.

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 Company files a consolidated Federal income tax return with United Services.
The provision for income taxes includes amounts  currently  payable and deferred
income  taxes  resulting  from the  cumulative  differences  in the  assets  and
liabilities determined on a tax return and financial statement basis.

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  difference  between  amounts paid and amounts
received on interest rate swaps is reflected in net investment income.

NOTE 3. INVESTMENTS

Investment income summarized by type of investment was as follows:
<TABLE>
<CAPTION>

                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
(IN MILLIONS)                                                                              1996               1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>             <C>  
Fixed Maturity Securities                                                                $108.7             $109.5
Equity Securities                                                                            .4                 .6
Mortgage Loans on Real Estate                                                              23.3               20.1
Real Estate                                                                                  .9                1.4
Policy Loans                                                                                5.0                4.4
Other Invested Assets                                                                        .5                2.8
Short-Term Investments                                                                      1.9                1.1
- ------------------------------------------------------------------------------------------------------------------
  Gross Investment Income                                                                 140.7              139.9
Investment Expenses                                                                        (3.7)              (5.9)
- ------------------------------------------------------------------------------------------------------------------
  NET INVESTMENT INCOME                                                                  $137.0             $134.0
==================================================================================================================

Net pretax realized investment gains (losses) were as follows:
                                                                                            YEAR ENDED DECEMBER 31
                                                                                            ----------------------
(IN MILLIONS)                                                                              1996                1995
- -------------------------------------------------------------------------------------------------------------------

Net Gains (Losses) on Sales of Investments
   Fixed Maturity Securities                                                               $1.2              $  .2
   Equity Securities                                                                         -                 1.6
   Foreclosed Real Estate                                                                    .7                  -
   Other                                                                                    1.6                 .4
- ------------------------------------------------------------------------------------------------------------------
                                                                                            3.5                2.2
- ------------------------------------------------------------------------------------------------------------------

Provisions for Losses:
   Fixed Maturity Securities                                                                 -                 (.2)
   Equity Securities                                                                         -                 (.2)
   Mortgage Loans                                                                            -                (1.0)
   Foreclosed Real Estate                                                                    -                 (.4)
- ------------------------------------------------------------------------------------------------------------------
                                                                                             -                (1.8)
- ------------------------------------------------------------------------------------------------------------------
    PRETAX REALIZED INVESTMENT GAINS                                                       $3.5              $  .4
==================================================================================================================

</TABLE>

Gross  realized  investment  gains of $1.5  million  and $.7  million  and gross
realized  investment  losses of $.3 million and $.5 million were  recognized  on
sales of fixed maturity  securities during the years ended December 31, 1996 and
1995,  respectively.  All 1996 and 1995 fixed maturity  security sales were from
the available-for-sale portfolio.

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

<TABLE>
<CAPTION>

                                                                             DECEMBER 31, 1996
                                                                             -----------------
                                                                              GROSS UNREALIZED
                                                          AMORTIZED           ----------------                FAIR
(IN MILLIONS)                                                  COST           GAINS       (LOSSES)           VALUE
- ------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>           <C>            <C>     
United States Government and Government
   Agencies and Authorities                              $     38.2          $  1.7             -       $     39.9
 States, Municipalities and Political Subdivisions              9.9              .4         $ (.1)            10.2
 Foreign Governments                                           13.4              .8             -             14.2
 Public Utilities                                             122.9             8.6           (.3)           131.2
 Corporate Securities                                         863.8            41.3          (3.4)           901.7
 Mortgage-Backed/Structured Finance Securities                249.1            10.7           (.5)           259.3
 Redeemable Preferred Stock                                      .2              -              -               .2
- ------------------------------------------------------------------------------------------------------------------
     TOTAL                                                 $1,297.5           $63.5         $(4.3)        $1,356.7
==================================================================================================================

                                                                             DECEMBER 31, 1995
                                                                             -----------------
                                                                              GROSS UNREALIZED
                                                          AMORTIZED           ----------------                FAIR
(IN MILLIONS)                                                  COST           GAINS       (LOSSES)           VALUE
- ------------------------------------------------------------------------------------------------------------------
United States Government and Government
    Agencies and Authorities                             $     42.5       $    3.4              -       $     45.9
States, Municipalities and Political Subdivisions               9.8             .4              -             10.2
Foreign Governments                                            13.4            1.4              -             14.8
Public Utilities                                              129.8           15.0         $  (.1)           144.7
Corporate Securities                                          838.8           70.4           (2.3)           906.9
Mortgage-Backed/Structured Finance Securities                 274.1           16.8            (.2)           290.7
Redeemable Preferred Stock                                       .2              -              -               .2
- ------------------------------------------------------------------------------------------------------------------
       TOTAL                                               $1,308.6         $107.4          $(2.6)        $1,413.4
==================================================================================================================


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.
                                                               DECEMBER 31, 1996              DECEMBER 31, 1995
                                                               -----------------              -----------------
                                                            AMORTIZED           FAIR      AMORTIZED           FAIR
(IN MILLIONS)                                                    COST          VALUE           COST          VALUE
- ------------------------------------------------------------------------------------------------------------------
Due in One Year or Less                                   $     31.8       $     32.1    $     18.7     $     18.9
Due After One Year Through Five Years                          482.4            499.4         412.9          438.3
Due After Five Years Through Ten Years                         394.9            416.8         447.3          488.6
Due After Ten Years                                            132.7            142.0         155.6          176.9
Mortgage-Backed/Structured Finance Securities                  255.7            266.4         274.1          290.7
- ------------------------------------------------------------------------------------------------------------------
   TOTAL                                                    $1,297.5         $1,356.7      $1,308.6       $1,413.4
==================================================================================================================

</TABLE>

The fair values for the marketable  bonds are  determined  based upon the quoted
market prices for bonds actively  traded.  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  utilizing a
commercially  available  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.  Utilizing 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 the relevant market.

At  December  31,  1996,  the  largest  industry  concentration  of the  private
placement portfolio was consumer non-cyclical,  where 23.6% of the portfolio was
invested,  and  the  largest  industry  concentration  of  the  marketable  bond
portfolio was  mortgage-backed/structured  finance, where 23.4% of the portfolio
was invested.  At December 31, 1996,  the largest  geographic  concentration  of
commercial mortgage loans was in the midwest region of the United States,  where
approximately 31.4% of the commercial mortgage loan portfolio was invested.

At  December  31,  1996  and  1995,  gross  unrealized  appreciation  of  equity
securities  was  $.9  million  and  $1.0,  respectively,  and  gross  unrealized
depreciation was $.1 million and $.2 million, respectively.

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)                                                                                    1996          1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>               
Fixed Maturity Securities                                                                       $  .1             -
Mortgage Loans on Real Estate                                                                      .3             -
Real Estate                                                                                       2.1             -
- -------------------------------------------------------------------------------------------------------------------
  Total                                                                                          $2.5             -
===================================================================================================================

</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)                                                                              1996                1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                <C> 
Mortgage Loans                                                                             $1.0               $1.4
Foreclosed Real Estate                                                                       .8                  -
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

At December 31, 1996, and 1995, the total investment in impaired  mortgage loans
(before  allowances for credit losses),  the related allowance for credit losses
and the average  investment  related to impaired mortgage loans and the interest
income  recognized  on  impaired  mortgage  loans  during  1996 and 1995 were as
follows:

<TABLE>
<CAPTION>

 (IN MILLIONS)                                                                             1996                1995
- -------------------------------------------------------------------------------------------------------------------
Impaired Mortgage Loans
<S>                                                                                        <C>                <C> 
     Total Investment                                                                      $2.7               $2.7
     Allowance for Credit Losses                                                            1.1                1.4
     Average Investment                                                                     1.3                1.4
     Interest Income Recognized                                                              .3                 .3
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

No increases to the  allowance for credit  losses  account were recorded  during
1996 and 1995,  and the amount of  decreases to the  allowance  account were $.3
million  and $.1  million  for the  years  ended  December  31,  1996 and  1995,
respectively.  The Company does not accrue interest income on impaired  mortgage
loans when the likelihood of collection is doubtful.  Cash receipts for interest
payments are recognized as income in the period received.

Noncash investing activities consisted of the following:

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED DECEMBER 31
                                                                                            ----------------------
(IN MILLIONS)                                                                              1996                1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                <C> 
Real Estate Assets Acquired Through Foreclosure                                             $.4                $2.2
- -------------------------------------------------------------------------------------------------------------------

</TABLE>

Effective  December 31, 1995, the Company  adopted the  implementation  guidance
contained  in the  Financial  Accounting  Series  Special  Report,  "A  Guide to
Implementation  of Statement 115 on Accounting  for Certain  Investments in Debt
and Equity  Securities."  Concurrent  with the  adoption of this  implementation
guidance,  the Company  reclassified all of its  held-to-maturity  securities to
available-for-sale  based  upon a  reassessment  of the  appropriateness  of the
classifications  of all securities held at that time. The amortized cost and net
unrealized  appreciation of the securities  reclassified were approximately $265
million and $12 million, respectively, at December 31, 1995.

The components or net  unrealized  investment  gains  reported in  shareholders'
equity are shown below:

<TABLE>
<CAPTION>

                                                                                              DECEMBER 31
                                                                                              -----------
(IN MILLIONS)                                                                             1996              1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>             <C>   
Unrealized Investment Gains                                                               $61.5           $106.7
DAC/PVFP Adjustment                                                                       (18.5)           (42.4)
Deferred Income Taxes                                                                     (15.0)           (22.5)
- ----------------------------------------------------------------------------------------------------------------
    Net Unrealized Investment Gains                                                       $28.0            $41.8
- ----------------------------------------------------------------------------------------------------------------

</TABLE>

NOTE 4. INCOME TAXES

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

<TABLE>
<CAPTION>

                                                                                                 DECEMBER 31
                                                                                                 -----------
(IN MILLIONS)                                                                                1996             1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>   
Current Income Taxes                                                                       $  (.6)          $   .3
Deferred Income Taxes                                                                        29.2             30.1
- ------------------------------------------------------------------------------------------------------------------
   TOTAL                                                                                    $28.6            $30.4
==================================================================================================================

</TABLE>

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

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
(IN MILLIONS)                                                                              1996               1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>   
Currently Payable                                                                        $  7.6             $  9.5
Deferred                                                                                    6.2                3.9
- ------------------------------------------------------------------------------------------------------------------
   TOTAL                                                                                  $13.8              $13.4
==================================================================================================================

</TABLE>

The Internal Revenue Service has accepted,  without  examination,  the Company's
tax returns for all years through 1993.

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 a significant  portion of the deferred tax liabilities  relate
to the following:

<TABLE>
<CAPTION>

                                                                                                DECEMBER 31
                                                                                                -----------
(IN MILLIONS)                                                                              1996               1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>    
Future Policy and Contract Benefits                                                      $(30.7)            $(31.7)
Investment Write-offs and Allowances                                                       (4.8)              (6.6)
Other                                                                                      (6.7)              (6.6)
- ------------------------------------------------------------------------------------------------------------------
Gross Deferred Tax Asset                                                                  (42.2)             (44.9)
- ------------------------------------------------------------------------------------------------------------------
Deferred Policy Acquisition Costs                                                          31.7               28.9
Present Value of Future Profits                                                            23.4               25.0
Net Unrealized Investment Gains                                                             5.1               11.4
OTHER                                                                                      11.2                9.7
- ------------------------------------------------------------------------------------------------------------------
Gross Deferred Tax Liability                                                               71.4               75.0
- ------------------------------------------------------------------------------------------------------------------
  NET DEFERRED TAX LIABILITY                                                              $29.2             $ 30.1
==================================================================================================================

</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, 1996, the Company has accumulated
approximately $11.3 million in its separate policyholders' surplus accounts.
Deferred taxes have not been provided on this temporary difference.

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

<TABLE>
<CAPTION>

                                                                                         YEAR ENDED DECEMBER 31
                                                                                         ----------------------
                                                                                        1996                 1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                   <C>  
Statutory Tax Rate                                                                      35.0%                 35.0%
Other                                                                                     .9                   2.2
- ------------------------------------------------------------------------------------------------------------------
  EFFECTIVE TAX RATE                                                                    35.9%                 37.2%
================================================================================================================== 

</TABLE>

Cash paid for federal  income taxes was $9.0 million and $13.4  million for 1996
and 1995, respectively.

NOTE 5. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The Company  participates in  noncontributory  defined benefit  retirement plans
sponsored by ReliaStar Life covering  substantially  all  employees.  The plans,
which may be terminated as to accrual of additional  benefits at any time by the
Board of Directors, provide benefits to employees upon retirement.

The  benefits  under the plans are based on years of service and the  employee's
compensation  during the last five years of employment.  The Company's policy is
to fund the  minimum  required  contribution  necessary  to meet the present and
future obligations of the plans.  Contributions are intended to provide not only
for  benefits  attributed  to service to date but also for those  expected to be
earned in the future.  Contributions are made to a tax-exempt trust. Plan assets
consist  principally of investments in stock and bond mutual funds, common stock
and  corporate  bonds.  Included in plan assets are 616,491  shares of ReliaStar
common stock with a fair value of $35.6 million.

The Company,  United  Services,  ReliaStar Life and ReliaStar also have unfunded
noncontributory  defined  benefit  plans  providing for benefits to employees in
excess of limits for qualified  retirement plans and for benefits to nonemployee
members of the ReliaStar Board of Directors.

Net periodic  pension  expense for ReliaStar and its  subsidiaries  included the
following components:

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED DECEMBER 31
                                                                                            ----------------------
(IN MILLIONS)                                                                                1996            1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>              <C>   
Service Cost - Benefits Earned During the Year                                             $  3.8           $  3.4
Interest Cost on Projected Benefit Obligation                                                13.6             11.9
Actual Return on Plan Assets                                                                (23.0)           (33.7)
Net Amortization and Deferral                                                                 8.4             19.1
- ------------------------------------------------------------------------------------------------------------------
     Net Periodic Pension Expense                                                          $  2.8        $    .7
==================================================================================================================

</TABLE>

The above  amounts  are for  ReliaStar  and its  subsidiaries  as the  Company's
portion is not determinable.

The following  table sets forth for ReliaStar  and its  subsidiaries  the funded
status of the plans as of December 31:

<TABLE>
<CAPTION>

                                                                   FUNDED PLANS               UNFUNDED PLANS
                                                                   ------------               --------------
 (IN MILLIONS)                                                  1996          1995          1996          1995
- --------------------------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>           <C>          <C>    
Accumulated Benefit Obligation
  Vested                                                          $(164.7)     $(157.1)      $(11.8)      $(10.7)
  Nonvested                                                          (4.0)        (5.1)         (.5)        (1.2)
Effect of Projected Future Compensation Increases                   (12.7)       (10.6)        (2.1)        (2.1)
- ----------------------------------------------------------------------------------------------------------------
Projected Benefit Obligation                                       (181.4)      (172.8)       (14.4)       (14.0)
Plan Assets at Fair Value                                           184.9        169.9            -            -
- ----------------------------------------------------------------------------------------------------------------
Plan Assets Greater (Less) Than Projected Benefit Obligation          3.5         (2.9)       (14.4)       (14.0)
Unrecognized Net Loss and Prior Service Cost                         19.0         24.2          5.3          6.2
Unrecognized Transition Obligation (Asset)                            (.4)         (.8)           -           .1
Additional Minimum Liability                                           -            -          (3.5)        (4.2)
- ----------------------------------------------------------------------------------------------------------------
   Net Pension Asset (Liability)                                  $  22.1    $    20.5       $(12.6)      $(11.9)
================================================================================================================

</TABLE>

The above  amounts  are for  ReliaStar  and its  subsidiaries  as the  Company's
portion is not determinable.

The projected  benefit  obligation was determined using an assumed discount rate
of  7.50%  and  7.25%  at  January  1,  1997  and  1996,  respectively,   and  a
weighted-average  assumed  long-term rate of compensation  increase of 4.5%. The
assumed long-term rate of return on plan assets was 10%.

Prior to 1996, the Company's  employees  (excluding  NALIC)  participated in the
USLICO  qualified   non-contributory   defined  benefit  pension  plan  covering
substantially all of its employees. The plan provided pension benefits that were
based  on  the  employee's  years  of  service  and  compensation  during  three
consecutive years in the last 10 years of employment preceding retirement.

These retirement plans for the Company's  employees  (excluding NALIC) have been
frozen at the benefit levels as of December 31, 1995.  Retirement  plan benefits
for employees are currently being provided under the ReliaStar plans.

Net periodic  pension expense for all employee  retirement  plans of the Company
was $.4  million  for the year  ended  December  31,  1996 and a pension  credit
totaling $.4 million for the year ended December 31, 1995.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company  participates in the  postretirement  health care and life insurance
benefits  plans  sponsored by  ReliaStar  Life or retired  employees  (and their
eligible  dependents).  Substantially all of the Company's employees will become
eligible for those benefits if they meet specified age and service  requirements
and reach  retirement  age while  working for the Company,  unless the plans are
terminated or amended. The postretirement health care plan is contributory, with
retiree contributions adjusted annually; the life insurance plan provides a flat
amount of noncontributory life benefits and optional contributory coverage.

During 1996,  ReliaStar Life amended these plans to reduce the level of benefits
provided to current and future retirees.  The amendment  resulted in a reduction
of the  accumulated  postretirement  benefit  obligation  for  ReliaStar and its
subsidiaries of approximately $9.9 million.  The plan amendment will also reduce
current and future net periodic postretirement benefit costs as the unrecognized
prior service cost is amortized.

The  postretirement  health care plans currently are not funded. The accumulated
postretirement  benefit obligation (APBO) and the accrued postretirement benefit
liability were as follows:

<TABLE>
<CAPTION>

                                                                                                 DECEMBER 31
                                                                                                 -----------
(IN MILLIONS)                                                                                1996             1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>               <C>  
Retirees                                                                                   $  7.3            $  .4
Fully Eligible Active Plan Participants                                                        .9               .5
Other Active Plan Participants                                                                1.6               .8
- ------------------------------------------------------------------------------------------------------------------
   Unfunded APBO                                                                              9.8              1.7
Unrecognized Prior Service Cost                                                               8.9                -
Unrecognized Gain (Loss)                                                                      1.5              (.4)
- ------------------------------------------------------------------------------------------------------------------
    ACCRUED POSTRETIREMENT BENEFIT LIABILITY                                                $20.2             $1.3
==================================================================================================================

</TABLE>

The  above  amounts  for  1996 are for  ReliaStar  and its  subsidiaries  as the
Company's portion is not determinable.  Amounts for the prior period are for the
Company only.

Net periodic postretirement benefit costs consisted of the following components:

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED DECEMBER 31
                                                                                            ----------------------
(IN MILLIONS)                                                                                1996            1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>               <C>
Service Cost - Benefits Earned                                                               $ .6              $.1
Interest Cost on APBO                                                                         1.0               .1
Amortization of Prior Service Cost                                                           (1.2)               -
- ------------------------------------------------------------------------------------------------------------------
    NET PERIODIC POSTRETIREMENT BENEFIT COSTS                                                $ .4              $.2
==================================================================================================================

</TABLE>

The  above  amounts  for  1996 are for  ReliaStar  and its  subsidiaries  as the
Company's portion is not determinable.  Amounts for the prior period are for the
Company only.

The assumed health care cost trend rate used in measuring the APBO as of January
1, 1997 was 7.0%,  decreasing gradually to 5.0% in the year 1999 and thereafter.
The assumed health care cost trend rate used in measuring the APBO as of January
1, 1996 was 10.0%, decreasing gradually to 5.0% in the year 2010 and thereafter.
The assumed  discount rate used in  determining  the APBO was 7.50% and 7.25% at
January 1, 1997 and 1996, respectively.  The assumed health care cost trend rate
has  a   significant   effect  on  the  amounts   reported.   For   example,   a
one-percentage-point  increase  in the  assumed  health care cost trend rate for
each year would  increase  the APBO for  ReliaStar  and its  subsidiaries  as of
December 31, 1996 approximately $.3 million and 1996 net  postretirement  health
care cost for ReliaStar and its subsidiaries by approximately $.1 million.

Net periodic  postretirement benefit costs charged to expense by the Company was
$.2 million for the years ended December 31, 1996 and 1995.

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  Company
performance  objectives  are met.  Essentially  all  employees  are  eligible to
participate  in the Success  Sharing  Plan.  Employees  of United  Services  and
Bankers  Security  (excluding  NALIC) were first  eligible to participate in the
Success  Sharing Plan effective  January 1, 1996.  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,  with  25%  contributed  to a
deferred  investment  account  and the  remaining  50%  contributed  to the ESOP
portion of the Success  Sharing  Plan.  Costs charged to expense for the Success
Sharing Plan were $.7 million and $1.0 million for the years ended  December 31,
1996 and 1995, respectively.

STOCK-BASED COMPENSATION

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

NOTE 6. 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 $22.4
million and $9.0 million during 1996 and 1995, respectively. The 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.

ReliaStar Life reinsures certain life policies written by the Company.  Premiums
ceded under these  agreements  were $2.3  million and $2.8 million for the years
ended December 31, 1996 and 1995,  respectively,  and the net amount recoverable
by the Company under this reinsurance agreement was $3.3 million at December 31,
1996 and 1995.

NOTE 7. SHAREHOLDER'S EQUITY

DIVIDEND RESTRICTIONS

The ability of the Company 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
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.

STATUTORY SURPLUS AND NET INCOME

Net income of the Company, as determined in accordance with statutory accounting
practices was $11.9  million and $13.5 million for 1996 and 1995,  respectively.
The  Company's  statutory  capital  and  surplus  was $149.9  million and $139.6
million at December 31, 1996 and 1995, respectively.

NOTE 8. 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, 1996 and 1995. 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.
At December 31, 1996,  approximately 64% of the Company's  reinsurance ceded was
with one  reinsurer.  The  Company's  retention  limit is $300,000  per life for
individual  coverage.  For group coverage and reinsurance assumed, the retention
is  $75,000  per life  with  per  occurrence  limitations,  subject  to  certain
maximums.  As of December 31, 1996,  $3.2 billion of life insurance in force was
ceded to other companies. The Company has assumed $2.2 billion of life insurance
in force from other companies as of December 31, 1996.

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

<TABLE>
<CAPTION>

                                                                                             YEAR ENDED DECEMBER 31
                                                                                             ----------------------
(IN MILLIONS)                                                                                1996              1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>              <C>  
Direct Premiums                                                                             $59.8            $66.6
Reinsurance Assumed                                                                           2.1              2.2
Reinsurance Ceded                                                                           (14.8)           (15.4)
- ------------------------------------------------------------------------------------------------------------------
    NET PREMIUMS                                                                            $47.1            $53.4
==================================================================================================================
    REINSURANCE RECOVERIES                                                                 $  7.4           $  7.8
==================================================================================================================

</TABLE>

NOTE 9.  LIABILITY FOR UNPAID  ACCIDENT AND HEALTH  CLAIMS AND CLAIM  ADJUSTMENT
         EXPENSE

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

<TABLE>
<CAPTION>

(IN MILLIONS)                                                                             1996                 1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                <C>  
Balance at January 1                                                                      $11.3              $14.1
Less Reinsurance Recoverables                                                               3.4                6.3
- ------------------------------------------------------------------------------------------------------------------
Net Balance at January 1                                                                    7.9                7.8

Incurred Related to:
   Current Year                                                                             3.3                6.2
   Prior Year                                                                               (.2)               2.3
- ------------------------------------------------------------------------------------------------------------------
Total Incurred                                                                              3.1                8.5

Paid Related to:
   Current Year                                                                              .9                2.4
   Prior Year                                                                               2.7                6.0
- ------------------------------------------------------------------------------------------------------------------
Total Paid                                                                                  3.6                8.4

Net Balance at December 31                                                                  7.4                7.9
Plus Reinsurance Recoverables                                                               2.1                3.4
- ------------------------------------------------------------------------------------------------------------------
Balance at December 31                                                                   $  9.5              $11.3
==================================================================================================================

</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 10. COMMITMENTS AND CONTINGENCIES

LITIGATION

The  Company is a defendant  in a number of  lawsuits  arising out of the normal
course of the business of the Company, some of which include claims for punitive
damages.  In  the  opinion  of  management,  the  ultimate  resolution  of  such
litigation  will not  result in any  material  adverse  impact to the  financial
condition of the Company.

FINANCIAL INSTRUMENTS

The Company is a party to financial instruments with  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.  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>

                                                                                      CONTRACT OR NOTIONAL AMOUNT
                                                                                              DECEMBER 31
                                                                                              -----------
(IN MILLIONS)                                                                         1996                     1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                      <C>  
Financial Instruments Whose Contract
  Amounts Represent Credit Risk
    Commitments to Extend Credit                                                     $26.4                     $9.0

Financial Instruments Whose Notional
  or Contract Amounts Exceed the Amount
  of Credit Risk
    Interest Rate Swap Agreements                                                    112.0                    120.0
- -------------------------------------------------------------------------------------------------------------------

</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 also 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.

LEASES

The  Company  has  operating  leases  for  office  space  and  certain  computer
processing and other equipment.  Rental expense for these items was $1.2 million
and $.1 million for 1996 and 1995, respectively.

Future minimum  aggregate rental  commitments at December 31, 1996 for operating
leases were as follows:

(IN MILLIONS)
- --------------------------------------------------------------------------------
1997 - $1.3                                                          2000 - $1.2
1998 - $1.3                                                          2001 - $1.2
1999 - $1.3                                           2002 and thereafter - $3.0
- --------------------------------------------------------------------------------

NOTE 11. 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, 1996 and 1995. 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 that date;  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 debt
securities satisfy the fair value disclosure  requirements of SFAS No. 107. (see
Note 3.)

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,  using interest 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
participating pension contracts and 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.

INTEREST RATE SWAPS - The fair value for interest rate swaps was estimated using
discounted cash flow analyses.  The discount rate was based upon rates currently
being  offered  for  similar   interest  rate  swaps   available   from  similar
counterparties.

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments as of December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>

                                                                  1996                            1995
                                                        -------------------------      ------------------------
                                                          CARRYING         FAIR          CARRYING         FAIR
(IN MILLIONS)                                              AMOUNT          VALUE          AMOUNT          VALUE
- ----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>            <C>            <C>      
Financial Instruments Recorded as Assets
     Fixed Maturity Securities                           $ 1,356.7       $ 1,356.7      $ 1,413.4      $ 1,413.4
     Equity Securities                                         7.3             7.3            6.6            6.6
     Mortgage Loans on Real Estate
         Commercial                                          218.9           224.7          186.0          196.5
         Residential and Other                                57.4            58.7           47.9           49.1
     Policy Loans                                             73.4            73.4           68.5           68.5
     Cash and Short-Term Investments                           4.0             4.0           28.3           28.3
     Other Financial Instruments Recorded
          as Assets                                           38.9            38.9           39.1           39.1
Financial Instruments Recorded as Liabilities
     Investment Contracts
         Deferred Annuities                                 (770.4)         (748.6)        (836.2)        (806.2)
         Supplementary Contracts and Immediate
            Annuities                                         (2.9)           (2.8)          (4.4)          (4.0)
         Other Investment Contracts                          (12.3)          (12.3)           (.4)           (.4)
     Claim and Other Deposit Funds                            (1.1)           (1.1)             -              -
     Other Financial Instruments Recorded
         as Liabilities                                      (15.5)          (15.5)         (25.2)         (25.2)
Off-Balance-Sheet Financial Instruments
     Interest Rate Swaps                                         -             1.4              -            4.7
- ----------------------------------------------------------------------------------------------------------------

</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.

NOTE 12. SUBSEQUENT EVENT

On February 23,  1997,  ReliaStar  signed a definitive  agreement to acquire and
merge  Security-Connecticut  Corporation (SRC) into ReliaStar.  SRC is a holding
company  with two primary  subsidiaries:  Security  Connecticut  Life  Insurance
Company of Avon, Connecticut,  and Lincoln Security Life Insurance Company (LSL)
of Brewster,  New York. As of December 31, 1996,  LSL had assets of $365 million
and  total  shareholders  equity of $45  million.  Completion  of the  merger is
expected  in the  second or third  quarter  of 1997,  and is  subject  to normal
closing   conditions,   including  approval  by  SRC  shareholders  and  various
regulatory  approvals.  It is management's  current intent,  pending  regulatory
approval, to merge LSL with and into the Company.


                                   APPENDIX A
                                THE FIXED ACCOUNT

     The Fixed  Account  consists  of all of our assets  other than those in our
separate  accounts.  We have complete ownership and control of all of the assets
of the Fixed Account.

     Because of exemptions  and  exclusions  contained in the  Securities Act of
1933 and the  Investment  Company  Act of 1940,  the Fixed  Account has not been
registered under these acts. Neither the Fixed Account nor any interest in it is
subject to the provisions of these acts and as a result the SEC has not reviewed
the  disclosures  in this  Prospectus  relating to the Fixed  Account.  However,
disclosures  relating to the Fixed  Account are subject to generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in prospectuses.

     We guarantee both  principal and interest on amounts  credited to the Fixed
Account.  We  credit  interest  at an  effective  annual  rate of at  least  4%,
independent  of the  investment  experience of the Fixed  Account.  From time to
time, we may guarantee interest at a rate higher than 4%.

     ANY INTEREST  CREDITED TO AMOUNTS  ALLOCATED TO THE FIXED ACCOUNT IN EXCESS
OF 4% PER YEAR WILL BE  DETERMINED AT OUR SOLE  DISCRETION.  YOU ASSUME THE RISK
THAT INTEREST CREDITED TO THE FIXED ACCOUNT MAY NOT EXCEED THE MINIMUM GUARANTEE
OF 4% FOR A GIVEN YEAR.

     We do not use a specific formula for determining  excess interest  credits.
However, we consider the following:

     *    General economic trends,

     *    Rates of return currently available on our investments,

     *    Rates of return  anticipated  in our  investments,  regulatory and tax
          factors, and

     *    Competitive factors.

     We are not aware of any  statutory  limitations  to the  maximum  amount of
interest we may credit and our Board of Directors has not set any limitations.

     The Fixed  Accumulation  Value of the Policy is the sum of the Net Premiums
credited to it in the Fixed  Account.  It is  increased  by  transfers  and Loan
Amounts from the Variable  Account,  and  interest  credits.  It is decreased by
Monthly  Deductions and partial  withdrawals  taken from it in the Fixed Account
and  transfers to the Variable  Account.  The Fixed  Accumulation  Value will be
calculated at least monthly on the monthly anniversary date.

     You  may  transfer  all or part of your  Fixed  Accumulation  Value  to the
Sub-Accounts  of  the  Variable  Account,  subject  to  the  following  transfer
limitations:

     *    The request to transfer must be postmarked no more than 30 days before
          the  Policy  Anniversary  and no later  than 30 days  after the Policy
          Anniversary. Only one transfer is allowed during this period.

     *    The Fixed Accumulation Value after the transfer must be at least equal
          to the Loan Amount.

     *    No more  than 50% of the  Fixed  Accumulation  Value  (minus  any Loan
          Amount) may be  transferred  unless the balance,  after the  transfer,
          would be less than $1,000.  If the balance  would be less than $1,000,
          the full  Fixed  Accumulation  Value  (minus any Loan  Amount)  may be
          transferred.

     *    You must transfer at least:

          - $500, or

          - the total Fixed  Accumulation  Value (minus any Loan Amount) if less
          than $500.

     We make  the  Monthly  Deduction  from  your  Fixed  Accumulation  Value in
proportion to the total Accumulation Value of the Policy.

     The  Surrender  Charge  described  in the  Prospectus  applies to the total
Accumulation  Value, which includes the Fixed  Accumulation  Value. If the Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will be reduced by any applicable  Surrender Charge,  any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.


                                   APPENDIX B
                        CALCULATION OF ACCUMULATION VALUE

     The  Accumulation  Value of the Policy is equal to the sum of the  Variable
Accumulation Value plus the Fixed Accumulation Value.

VARIABLE ACCUMULATION VALUE

     The  Variable  Accumulation  Value  is the  total  of your  values  in each
Sub-Account. The value for each Sub-Account is equal to:

1 multiplied by 2, where:

1
Is your current number of Accumulation Units (described below).

2
Is the current Unit Value (described below).

     The Variable  Accumulation Value will vary from Valuation Date to Valuation
Date (described below) reflecting changes in 1 and 2 above.

     ACCUMULATION  UNITS.  When  transactions are made which affect the Variable
Accumulation  Value,  dollar amounts are converted to  Accumulation  Units.  The
number of  Accumulation  Units for a transaction is found by dividing the dollar
amount of the transaction by the current Unit Value.

     The number of Accumulation Units for a Sub-Account increases when:

     *    Net Premiums are credited to that Sub-Account; or

     *    Transfers from the Fixed Account or other Sub-Accounts are credited to
          that Sub-Account.

     The number of Accumulation Units for a Sub-Account decreases when:

     *    You take out a Policy loan from that Sub-Account;

     *    You take a partial withdrawal from that Sub-Account;

     *    We take a portion of the Monthly Deduction from that Sub-Account; or

     *    Transfers are made from that Sub-Account to the Fixed Account or other
          Sub-Accounts.

     UNIT VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal
to the previous Unit Value times the Net Investment  Factor for that Sub-Account
(described  below) for the  Valuation  Period  (described  below) ending on that
Valuation Date.

     NET INVESTMENT  FACTOR. The Net Investment Factor is a number that reflects
charges to the Policy and the investment  performance  during a Valuation Period
of the Fund in which a Sub-Account is invested.  If the Net Investment Factor is
greater than one, the Unit Value is increased.  If the Net Investment  Factor is
less than one,  the Unit Value is  decreased.  The Net  Investment  Factor for a
Sub-Account is determined by dividing 1 by 2.

(1 / 2), where:

1
Is the result of:

     *    The net  asset  value  per  share of the  Fund  shares  in  which  the
          Sub-Account  invests,  determined at the end of the current  Valuation
          Period;

     *    Plus  the  per  share   amount  of  any   dividend  or  capital   gain
          distributions made on the Fund shares in which the Sub-Account invests
          during the current Valuation Period;

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

2
Is the result of:

     *    The  net  asset  value  per  share  of the  Fund  shares  held  in the
          Sub-Account, determined at the end of the last prior Valuation Period;

     *    Plus or minus a per share charge or credit for any taxes  reserved for
          during the last prior  Valuation  Period which we  determine  resulted
          from the investment  operations of the  Sub-Account and was applicable
          to the Policy.

     VALUATION DATE; VALUATION PERIOD. A Valuation Date is 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; Presidents' Day; Good Friday;  Memorial Day; July Fourth; Labor Day;
Thanksgiving  Day; and Christmas  Day. A Valuation  Period is the period between
two  successive  Valuation  Dates,  commencing  at the  close of  business  of a
Valuation Date and ending at the close of business on the next Valuation Date.

FIXED ACCUMULATION VALUE

     The  Fixed  Accumulation  Value  on the  Policy  Date is your  Net  Premium
credited  to the  Fixed  Account  on  that  date  minus  the  Monthly  Deduction
applicable to the Fixed Accumulation Value for the first Policy Month.

     After the Policy Date, the Fixed Accumulation Value is calculated as:

1 + 2 + 3 + 4 - 5 - 6, where:

1
Is the Fixed  Accumulation  Value on the  preceding  Monthly  Anniversary,  plus
interest from the Monthly Anniversary to the date of the calculation.

2
Is the  total of your Net  Premiums  credited  to the  Fixed  Account  since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation.

3
Is the total of your  transfers  from the Variable  Account to the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.

4
Is the total of your Loan Amount transferred from the Variable Account since the
preceding Monthly Anniversary.

5
Is the total of your  transfers to the Variable  Account from the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.

6
Is the  total of your  partial  withdrawals  from the  Fixed  Account  since the
preceding Monthly Anniversary,  plus interest from the date of withdrawal to the
date of the calculation.

     If the date of the calculation is a Monthly Anniversary, we also reduce the
Fixed  Accumulation  Value by the  applicable  Monthly  Deduction for the Policy
Month following the Monthly Anniversary.

     The  minimum  interest  rate  applied  in  the  calculation  of  the  Fixed
Accumulation  Value is an effective annual rate of 4%. Interest in excess of the
minimum rate may be applied in the calculation of your Fixed  Accumulation Value
in a manner which our Board of Directors determines.

                                   APPENDIX C
             ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES,
                    CASH SURRENDER VALUES, AND DEATH BENEFITS

     The following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the  Variable  Account.  The tables show how the  Accumulation  Values,  Cash
Surrender Values, and Death Benefits of a Policy issued to an Insured of a given
Age (who pays the given Planned Periodic Premiums annually) would vary over time
if the investment return of the assets held in the Funds were a uniform,  gross,
after-tax, annual rate of 0 percent, 6 percent or 12 percent.

     The tables on pages C-2 through C-7  illustrate  a Policy  issued to a male
Age 40, in a standard  Rate  Class and  qualifying  for  non-smoker  rates.  The
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if
the  Insured  were  in a  substandard  Rate  Class  or did not  qualify  for the
nonsmoker  rates  because  the  cost  of  insurance  would  be  increased.   The
Accumulation Values, Cash Surrender Values and Death Benefits would be different
from those shown if the gross annual  investment  returns averaged 0 percent,  6
percent,  and 12 percent over a period of years,  but fluctuated above and below
those averages for individual Policy Years.

     Within the tables, the second and fifth columns illustrate the Accumulation
Value of the Policy over the designated  period.  The Accumulation  Value is the
total amount that a Policy  provides for  investment at any time.  The third and
sixth  columns  illustrate  the  Cash  Surrender  Value  of a  Policy  over  the
designated  period.  The Cash Surrender Value is equal to the Accumulation Value
less  any  Surrender  Charges,   Loan  Amount  (assumed  to  be  zero  in  these
illustrations)  and unpaid  Monthly  Deductions  (also assumed to be zero).  The
fourth and seventh  columns  illustrate  the Death  Benefit of a Policy over the
designated period. The second,  third, and fourth columns assume that throughout
the life of the  Policy,  the  monthly  charge  for the cost of  insurance,  the
Monthly Mortality and Expense Charge and the Monthly  Administrative  Charge are
based upon the maximums (i.e.  guaranteed)  permitted in the policy. The maximum
allowable cost of insurance rates are based on the 1980  Commissioners  Standard
Ordinary  Mortality  Tables for Nonsmokers and Smokers.  The fifth,  sixth,  and
seventh  columns  assume  that the  monthly  charge for cost of  insurance,  the
Monthly Mortality and Expense Charge, and the Monthly  Administrative Charge are
based on the current  amounts  expected to be charged.  The Death  Benefits also
vary between tables depending upon whether the Level Amount Death Benefit Option
(Tables at pages C-2 through C-4) or the Variable  Amount Death  Benefit  Option
(Tables at pages C-5 through C-7) is illustrated.

     The amounts shown for the Accumulation  Values,  Cash Surrender Values, and
Death  Benefits  reflect  the  fact  that  the  net  investment  return  of  the
Sub-Accounts of the Variable  Account is lower than the gross,  after-tax return
on the assets  held in the Funds as a result of the Funds'  operating  expenses.
The values shown take into account the daily total  operating  expenses  paid by
the available portfolios of the VIP, VIP II, Northstar and Putnam Variable Trust
which  together  are  assumed to be at an average  annual  rate of 0.70% for all
years.  This figure is derived based on an average of the Funds' 1996  operating
expenses net of any  limitations  on such expenses paid by the Funds.  Thus, the
illustrated gross annual investment rates of return of 0 percent, 6 percent, and
12 percent  correspond  to  approximate  net  annual  rates of return of -0.70%,
5.30%, and 11.30%, respectively. Without any expense reimbursement arrangements,
total operating expenses would be an average annual rate of 0.79%.  Hypothetical
Cash Surrender Values,  Accumulation  Values, and the Death Benefit may be lower
without the expense reimbursement.  Expense reimbursements are voluntary.  While
it is currently  anticipated that expense  reimbursements will continue past the
current year, there is no assurance of ongoing reimbursements.

     The hypothetical  values shown in the tables do not reflect any charges for
Federal  income taxes  attributable  to the Variable  Account  because we do not
currently make any such charges. However, such charges may be made in the future
and, in that event,  the gross annual  investment  return would have to exceed 0
percent,  6  percent,  or 12 percent  by an amount  sufficient  to cover the tax
charges in order to produce the Accumulation  Values, Cash Surrender Values, and
Death Benefits  illustrated.  (See section entitled "Federal Tax Matters" in the
Prospectus).

     The tables  illustrate  the Policy  values that would result based upon the
hypothetical  rates of  return if  premiums  are paid as  indicated,  if all Net
Premiums are allocated to the Variable Account, and if no Policy loans have been
made. The tables are also based on the assumptions that the Policy owner has not
requested  an  increase  or  decrease  in  the  Face  Amount,  that  no  partial
withdrawals  have  been  made,  that no  transfers  have  been  made,  and total
operating  expenses of the Funds  continue as  anticipated.  Actual results will
depend on the  expenses and  performance  of the  investment  choice made by the
owner.

     Upon  request,  we will  provide a comparable  illustration  based upon the
proposed Insured's Age, sex,  underwriting  classification,  the Face Amount and
Planned Periodic Premium schedule requested, and any available riders requested.

                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY

                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                              $1,200 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                          INVESTMENT RATE OF RETURN: 0%
<TABLE>
<CAPTION>

                                 GUARANTEED COSTS                                           CURRENT COSTS
                  ---------------------------------------------------       ---------------------------------------------------
                        (1) (2)            (1) (2)            (1) (2)             (1) (2)            (1) (2)            (1) (2)
                                              CASH                                                      CASH 
     POLICY        ACCUMULATION          SURRENDER                           ACCUMULATION          SURRENDER
       YEAR               VALUE              VALUE      DEATH BENEFIT               VALUE              VALUE      DEATH BENEFIT
   --------     ---------------    ---------------    ---------------     ---------------    ---------------    ---------------
         <S>               <C>                  <C>         <C>                      <C>                  <C>         <C>     
          1                 770                  0           100,000*                 820                  0           100,000*
          2               1,512                  0           100,000*               1,614                  0           100,000*
          3               2,226                396            100,000               2,383                553            100,000
          4               2,910              1,080            100,000               3,123              1,293            100,000
          5               3,563              1,733            100,000               3,834              2,004            100,000
          6               4,183              2,536            100,000               4,513              2,866            100,000
          7               4,769              3,305            100,000               5,162              3,698            100,000
          8               5,320              4,039            100,000               5,778              4,497            100,000
          9               5,834              4,736            100,000               6,358              5,260            100,000
         10               6,308              5,393            100,000               6,901              5,986            100,000
         11               6,739              6,007            100,000               7,404              6,672            100,000
         12               7,122              6,573            100,000               7,863              7,314            100,000
         13               7,452              7,086            100,000               8,274              7,908            100,000
         14               7,721              7,538            100,000               8,628              8,445            100,000
         15               7,925              7,925            100,000               8,923              8,923            100,000
         16               8,057              8,057            100,000               9,150              9,150            100,000
         17               8,112              8,112            100,000               9,308              9,308            100,000
         18               8,084              8,084            100,000               9,390              9,390            100,000
         19               7,966              7,966            100,000               9,390              9,390            100,000
         20               7,747              7,747            100,000               9,297              9,297            100,000

        AGE

         70                   0                  0                  0               1,610              1,610            100,000

         **
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) ASSUMES A $1,200  PREMIUM  (WHICH  EXCEEDS THE  ANNUALIZED  MINIMUM  MONTHLY
PREMIUM) IS PAID AT THE BEGINNING OF EACH POLICY YEAR.  VALUES WILL BE DIFFERENT
IF PREMIUMS ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT AMOUNTS.

(2)  ASSUMES  THAT NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
EXCESSIVE  LOANS OR  WITHDRAWALS  MAY  CAUSE  THE  POLICY  TO LAPSE  BECAUSE  OF
INSUFFICIENT CASH SURRENDER VALUE.

*BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING THE
YEARS  SHOWN.  THEREFORE,  THE  POLICY  REMAINS  IN FORCE  EVEN  THOUGH THE CASH
SURRENDER VALUE IS ZERO.

** POLICY TERMINATES PRIOR TO AGE 75.

THE HYPOTHETICAL  INVESTMENT  RESULTS ARE  ILLUSTRATIVE  ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL INVESTMENT
RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN,  AND WILL  DEPEND ON A NUMBER OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE,  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT  FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW THAT  AVERAGE  FOR
INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATION  CAN BE MADE BY US OR BY THE FUNDS
THAT THESE  HYPOTHETICAL  RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                              $1,200 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                          INVESTMENT RATE OF RETURN: 6%

<TABLE>
<CAPTION>

                                 GUARANTEED COSTS                                           CURRENT COSTS
                  ---------------------------------------------------       ---------------------------------------------------
                        (1) (2)            (1) (2)            (1) (2)             (1) (2)            (1) (2)            (1) (2)
                                              CASH                                                      CASH 
     POLICY        ACCUMULATION          SURRENDER                           ACCUMULATION          SURRENDER
       YEAR               VALUE              VALUE      DEATH BENEFIT               VALUE              VALUE      DEATH BENEFIT
   --------     ---------------    ---------------    ---------------     ---------------    ---------------    ---------------
         <S>               <C>                  <C>         <C>                      <C>                  <C>         <C>     
          1                 826                  0           100,000*                 878                  0           100,000*
          2               1,673                  0           100,000*               1,782                  0           100,000*
          3               2,539                709            100,000               2,712                882            100,000
          4               3,425              1,595            100,000               3,667              1,837            100,000
          5               4,330              2,500            100,000               4,646              2,816            100,000
          6               5,252              3,605            100,000               5,649              4,002            100,000
          7               6,191              4,727            100,000               6,677              5,213            100,000
          8               7,146              5,865            100,000               7,728              6,447            100,000
          9               8,115              7,017            100,000               8,803              7,705            100,000
         10               9,098              8,183            100,000               9,899              8,984            100,000
         11              10,090              9,358            100,000              11,015             10,283            100,000
         12              11,088             10,539            100,000              12,149             11,600            100,000
         13              12,087             11,721            100,000              13,296             12,930            100,000
         14              13,080             12,897            100,000              14,451             14,268            100,000
         15              14,063             14,063            100,000              15,612             15,612            100,000
         16              15,028             15,028            100,000              16,771             16,771            100,000
         17              15,972             15,972            100,000              17,927             17,927            100,000
         18              16,889             16,889            100,000              19,077             19,077            100,000
         19              17,771             17,771            100,000              20,215             20,215            100,000
         20              18,609             18,609            100,000              21,333             21,333            100,000

        AGE

         70              20,673             20,673            100,000              30,313             30,313            100,000
         75              10,075             10,075            100,000              30,536             30,536            100,000
         80                   0                  0                  0              20,925             20,925            100,000

         **
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) ASSUMES A $1,200  PREMIUM  (WHICH  EXCEEDS THE  ANNUALIZED  MINIMUM  MONTHLY
PREMIUM) IS PAID AT THE BEGINNING OF EACH POLICY YEAR.  VALUES WILL BE DIFFERENT
IF PREMIUMS ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT AMOUNTS.

(2)  ASSUMES  THAT NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
EXCESSIVE  LOANS OR  WITHDRAWALS  MAY  CAUSE  THE  POLICY  TO LAPSE  BECAUSE  OF
INSUFFICIENT CASH SURRENDER VALUE.

*BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING THE
YEARS  SHOWN.  THEREFORE,  THE  POLICY  REMAINS  IN FORCE  EVEN  THOUGH THE CASH
SURRENDER VALUE IS ZERO.

** POLICY TERMINATES PRIOR TO AGE 85.

THE HYPOTHETICAL  INVESTMENT  RESULTS ARE  ILLUSTRATIVE  ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL INVESTMENT
RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN,  AND WILL  DEPEND ON A NUMBER OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE,  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT  FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW THAT  AVERAGE  FOR
INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATION  CAN BE MADE BY US OR BY THE FUNDS
THAT THESE  HYPOTHETICAL  RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY

                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                              $1,200 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%

<TABLE>
<CAPTION>

                                 GUARANTEED COSTS                                           CURRENT COSTS
                  ---------------------------------------------------       ---------------------------------------------------
                        (1) (2)            (1) (2)            (1) (2)             (1) (2)            (1) (2)            (1) (2)
                                              CASH                                                      CASH 
     POLICY        ACCUMULATION          SURRENDER                           ACCUMULATION          SURRENDER
       YEAR               VALUE              VALUE      DEATH BENEFIT               VALUE              VALUE      DEATH BENEFIT
   --------     ---------------    ---------------    ---------------     ---------------    ---------------    ---------------
         <S>               <C>                  <C>         <C>                      <C>                  <C>         <C>     
          1                 883                  0           100,000*                 936                  0           100,000*
          2               1,841                 11            100,000               1,957                127            100,000
          3               2,880              1,050            100,000               3,069              1,239            100,000
          4               4,009              2,179            100,000               4,281              2,451            100,000
          5               5,235              3,405            100,000               5,601              3,771            100,000
          6               6,565              4,918            100,000               7,040              5,393            100,000
          7               8,011              6,547            100,000               8,611              7,147            100,000
          8               9,582              8,301            100,000              10,326              9,045            100,000
          9              11,292             10,194            100,000              12,199             11,101            100,000
         10              13,152             12,237            100,000              14,245             13,330            100,000
         11              15,177             14,445            100,000              16,481             15,749            100,000
         12              17,381             16,832            100,000              18,927             18,378            100,000
         13              19,779             19,413            100,000              21,602             21,236            100,000
         14              22,390             22,207            100,000              24,526             24,343            100,000
         15              25,233             25,233            100,000              27,728             27,728            100,000
         16              28,333             28,333            100,000              31,236             31,236            100,000
         17              31,719             31,719            100,000              35,088             35,088            100,000
         18              35,425             35,425            100,000              39,323             39,323            100,000
         19              39,489             39,489            100,000              43,989             43,989            100,000
         20              43,952             43,952            100,000              49,137             49,137            100,000

        AGE

         70             125,144            125,144            145,167             143,908            143,908            166,933
         75             206,403            206,403            220,852             239,659            239,659            256,435
         80             337,865            337,865            354,758             396,193            396,193            416,003
         85             542,609            542,609            569,740             645,581            645,581            677,860
         90             852,156            852,156            894,765           1,037,676          1,037,676          1,089,560
         95           1,347,036          1,347,036          1,360,507           1,675,840          1,675,840          1,692,599

- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) ASSUMES A $1,200  PREMIUM  (WHICH  EXCEEDS THE  ANNUALIZED  MINIMUM  MONTHLY
PREMIUM) IS PAID AT THE BEGINNING OF EACH POLICY YEAR.  VALUES WILL BE DIFFERENT
IF PREMIUMS ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT AMOUNTS.

(2)  ASSUMES  THAT NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
EXCESSIVE  LOANS OR  WITHDRAWALS  MAY  CAUSE  THE  POLICY  TO LAPSE  BECAUSE  OF
INSUFFICIENT CASH SURRENDER VALUE.

*BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING THE
YEARS  SHOWN.  THEREFORE,  THE  POLICY  REMAINS  IN FORCE  EVEN  THOUGH THE CASH
SURRENDER VALUE IS ZERO.

THE HYPOTHETICAL  INVESTMENT  RESULTS ARE  ILLUSTRATIVE  ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL INVESTMENT
RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN,  AND WILL  DEPEND ON A NUMBER OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE,  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT  FROM THOSE
SHOWN ABOVE IF THE ACTUAL  INVESTMENT  RESULTS  APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATION  CAN BE MADE BY US OR BY THE FUNDS
THAT THESE  HYPOTHETICAL  RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


               RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY

                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                             $1,200 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%

<TABLE>
<CAPTION>

                                 GUARANTEED COSTS                                           CURRENT COSTS
                  ---------------------------------------------------       ---------------------------------------------------
                        (1) (2)            (1) (2)            (1) (2)             (1) (2)            (1) (2)            (1) (2)
                                              CASH                                                      CASH 
     POLICY        ACCUMULATION          SURRENDER                           ACCUMULATION          SURRENDER
       YEAR               VALUE              VALUE      DEATH BENEFIT               VALUE              VALUE      DEATH BENEFIT
   --------     ---------------    ---------------    ---------------     ---------------    ---------------    ---------------
         <S>               <C>                  <C>         <C>                      <C>                  <C>         <C>     
          1                 768                  0           100,768*                 818                  0           100,819*
          2               1,505                  0           101,506*               1,608                  0           101,609*
          3               2,212                382            102,213               2,370                540            102,371
          4               2,887              1,057            102,888               3,102              1,272            103,103
          5               3,529              1,699            103,529               3,801              1,971            103,802
          6               4,134              2,487            104,135               4,466              2,819            104,467
          7               4,703              3,239            104,703               5,097              3,633            105,098
          8               5,232              3,951            105,233               5,691              4,410            105,692
          9               5,721              4,623            105,721               6,246              5,148            106,247
         10               6,165              5,250            106,166               6,760              5,845            106,761
         11               6,563              5,831            106,563               7,228              6,496            107,229
         12               6,907              6,358            106,907               7,648              7,099            107,649
         13               7,192              6,826            107,192               8,013              7,647            108,014
         14               7,411              7,228            107,411               8,316              8,133            108,317
         15               7,557              7,557            107,558               8,551              8,551            108,552
         16               7,625              7,625            107,626               8,712              8,712            108,713
         17               7,608              7,608            107,609               8,794              8,794            108,795
         18               7,503              7,503            107,503               8,793              8,793            108,794
         19               7,300              7,300            107,301               8,702              8,702            108,703
         20               6,990              6,990            106,990               8,509              8,509            108,510

        AGE
         **
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) ASSUMES A $1,200  PREMIUM  (WHICH  EXCEEDS THE  ANNUALIZED  MINIMUM  MONTHLY
PREMIUM) IS PAID AT THE BEGINNING OF EACH POLICY YEAR.  VALUES WILL BE DIFFERENT
IF PREMIUMS ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT AMOUNTS.

(2)  ASSUMES  THAT NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
EXCESSIVE  LOANS OR  WITHDRAWALS  MAY  CAUSE  THE  POLICY  TO LAPSE  BECAUSE  OF
INSUFFICIENT CASH SURRENDER VALUE.

*BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING THE
YEARS  SHOWN.  THEREFORE,  THE  POLICY  REMAINS  IN FORCE  EVEN  THOUGH THE CASH
SURRENDER VALUE IS ZERO.

** POLICY TERMINATES PRIOR TO AGE 70.

THE HYPOTHETICAL  INVESTMENT  RESULTS ARE  ILLUSTRATIVE  ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL INVESTMENT
RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN,  AND WILL  DEPEND ON A NUMBER OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE,  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT  FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW THAT  AVERAGE  FOR
INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATION  CAN BE MADE BY US OR BY THE FUNDS
THAT THESE  HYPOTHETICAL  RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY

                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                              $1,200 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                          VARIABLE DEATH BENEFIT OPTION
                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                          INVESTMENT RATE OF RETURN: 6%


<TABLE>
<CAPTION>
                                 GUARANTEED COSTS                                           CURRENT COSTS
                  ---------------------------------------------------       ---------------------------------------------------
                        (1) (2)            (1) (2)            (1) (2)             (1) (2)            (1) (2)            (1) (2)
                                              CASH                                                      CASH 
     POLICY        ACCUMULATION          SURRENDER                           ACCUMULATION          SURRENDER
       YEAR               VALUE              VALUE      DEATH BENEFIT               VALUE              VALUE      DEATH BENEFIT
   --------     ---------------    ---------------    ---------------     ---------------    ---------------    ---------------
         <S>               <C>                  <C>         <C>                      <C>                  <C>         <C>     
          1                 824                  0           100,824*                 876                  0           100,877*
          2               1,665                  0           101,666*               1,775                  0           101,776*
          3               2,524                694            102,525               2,697                867            102,698
          4               3,399              1,569            103,399               3,641              1,811            103,642
          5               4,288              2,458            104,288               4,604              2,774            104,605
          6               5,189              3,542            105,190               5,587              3,940            105,588
          7               6,101              4,637            106,102               6,589              5,125            106,590
          8               7,023              5,742            107,023               7,607              6,326            107,608
          9               7,950              6,852            107,951               8,640              7,542            108,641
         10               8,881              7,966            108,882               9,684              8,769            109,685
         11               9,811              9,079            109,811              10,737             10,005            110,738
         12              10,733             10,184            110,733              11,795             11,246            111,796
         13              11,639             11,273            111,640              12,849             12,483            112,850
         14              12,522             12,339            112,522              13,892             13,709            113,893
         15              13,372             13,372            113,373              14,918             14,918            114,919
         16              14,180             14,180            114,181              15,916             15,916            115,917
         17              14,938             14,938            114,938              16,881             16,881            116,882
         18              15,636             15,636            115,637              17,804             17,804            117,805
         19              16,263             16,263            116,264              18,677             18,677            118,678
         20              16,803             16,803            116,803              19,482             19,482            119,483

        AGE

         70              12,117             12,117            112,118              21,329             21,329            121,330
         75                   0                  0                  0              13,187             13,187            113,186

         **
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) ASSUMES A $1,200  PREMIUM  (WHICH  EXCEEDS THE  ANNUALIZED  MINIMUM  MONTHLY
PREMIUM) IS PAID AT THE BEGINNING OF EACH POLICY YEAR.  VALUES WILL BE DIFFERENT
IF PREMIUMS ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT AMOUNTS.

(2)  ASSUMES  THAT NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
EXCESSIVE  LOANS OR  WITHDRAWALS  MAY  CAUSE  THE  POLICY  TO LAPSE  BECAUSE  OF
INSUFFICIENT CASH SURRENDER VALUE.

*BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING THE
YEARS  SHOWN.  THEREFORE,  THE  POLICY  REMAINS  IN FORCE  EVEN  THOUGH THE CASH
SURRENDER VALUE IS ZERO.

** POLICY TERMINATES PRIOR TO AGE 80.

THE HYPOTHETICAL  INVESTMENT  RESULTS ARE  ILLUSTRATIVE  ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL INVESTMENT
RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN,  AND WILL  DEPEND ON A NUMBER OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE,  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT  FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD OF YEARS,  BUT ALSO  FLUCTUATED  ABOVE OR BELOW THAT  AVERAGE  FOR
INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATION  CAN BE MADE BY US OR BY THE FUNDS
THAT THESE  HYPOTHETICAL  RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY

                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                              $1,200 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                          VARIABLE DEATH BENEFIT OPTION
                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%


<TABLE>
<CAPTION>

                                 GUARANTEED COSTS                                           CURRENT COSTS
                  ---------------------------------------------------       ---------------------------------------------------
                        (1) (2)            (1) (2)            (1) (2)             (1) (2)            (1) (2)            (1) (2)
                                              CASH                                                      CASH 
     POLICY        ACCUMULATION          SURRENDER                           ACCUMULATION          SURRENDER
       YEAR               VALUE              VALUE      DEATH BENEFIT               VALUE              VALUE      DEATH BENEFIT
   --------     ---------------    ---------------    ---------------     ---------------    ---------------    ---------------
         <S>               <C>                  <C>         <C>                      <C>                  <C>         <C>     
          1                 880                  0           100,881*                 934                  0           100,935*
          2               1,833                  3            101,833               1,949                119            101,950
          3               2,863              1,033            102,863               3,052              1,222            103,053
          4               3,977              2,147            103,978               4,250              2,420            104,251
          5               5,182              3,352            105,183               5,550              3,720            105,551
          6               6,484              4,837            106,484               6,961              5,314            106,962
          7               7,890              6,426            107,891               8,494              7,030            108,495
          8               9,410              8,129            109,410              10,157              8,876            110,158
          9              11,051              9,953            111,052              11,962             10,864            111,963
         10              12,823             11,908            112,824              13,921             13,006            113,922
         11              14,735             14,003            114,736              16,044             15,312            116,045
         12              16,794             16,245            116,795              18,346             17,797            118,347
         13              19,009             18,643            119,009              20,836             20,470            120,837
         14              21,386             21,203            121,386              23,525             23,342            123,526
         15              23,935             23,935            123,935              26,431             26,431            126,432
         16              26,665             26,665            126,665              29,564             29,564            129,565
         17              29,587             29,587            129,587              32,945             32,945            132,946
         18              32,716             32,716            132,717              36,592             36,592            136,593
         19              36,063             36,063            136,063              40,525             40,525            140,526
         20              39,637             39,637            139,637              44,761             44,761            144,762

        AGE

         70              89,294             89,294            189,295             110,581            110,581            210,582
         75             123,359            123,359            223,359             166,914            166,914            266,915
         80             158,872            158,872            258,873             245,321            245,321            345,322
         85             186,260            186,260            286,261             354,201            354,201            454,202
         90             182,204            182,204            282,204             507,489            507,489            607,490
         95             107,881            107,881            207,881             726,885            726,885            826,886

- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) ASSUMES A $1,200  PREMIUM  (WHICH  EXCEEDS THE  ANNUALIZED  MINIMUM  MONTHLY
PREMIUM) IS PAID AT THE BEGINNING OF EACH POLICY YEAR.  VALUES WILL BE DIFFERENT
IF PREMIUMS ARE PAID WITH A DIFFERENT FREQUENCY OR IN DIFFERENT AMOUNTS.

(2)  ASSUMES  THAT NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
EXCESSIVE  LOANS OR  WITHDRAWALS  MAY  CAUSE  THE  POLICY  TO LAPSE  BECAUSE  OF
INSUFFICIENT CASH SURRENDER VALUE.

*BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING THE
YEARS  SHOWN.  THEREFORE,  THE  POLICY  REMAINS  IN FORCE  EVEN  THOUGH THE CASH
SURRENDER VALUE IS ZERO.

THE HYPOTHETICAL  INVESTMENT  RESULTS ARE  ILLUSTRATIVE  ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.  ACTUAL INVESTMENT
RESULTS  MAY BE MORE OR LESS THAN THOSE  SHOWN,  AND WILL  DEPEND ON A NUMBER OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE,  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT  FROM THOSE
SHOWN ABOVE IF THE ACTUAL  INVESTMENT  RESULTS  APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL  POLICY YEARS.  NO  REPRESENTATION  CAN BE MADE BY US OR BY THE FUNDS
THAT THESE  HYPOTHETICAL  RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

<TABLE>
<CAPTION>

                                   APPENDIX D
               MAXIMUM SURRENDER CHARGE PER $1,000 OF FACE AMOUNT

 Insured's Age at                                          Insured's Age at
  Policy Date or                                            Policy Date or
Effective Date of     Charge Per $1,000 of Face Amount      Effective Date      Charge Per $1,000 of Face Amount
   Increase, as       (Initial Face Amount or Amount of     of Increase, as     (Initial Face Amount or Amount of
   Appropriate               Requested Increase)              Appropriate              Requested Increase)
- ------------------- -------------------------------------- ------------------ --------------------------------------
                           Male              Female                                  Male              Female
                        Nonsmoker           Nonsmoker                             Nonsmoker           Nonsmoker
                       AND STANDARD       AND STANDARD                           AND STANDARD       AND STANDARD
                       ------------       ------------                           ------------       ------------
         <S>               <C>                 <C>                <C>                <C>                <C>  
         0                 6.00                6.00               38                 17.40              16.10
         1                 6.10                6.00               39                 17.80              16.50
         2                 6.20                6.00               40                 18.30              16.80
         3                 6.30                6.00               41                 18.80              17.20
         4                 6.40                6.00               42                 19.30              17.60
         5                 6.50                6.00               43                 19.80              18.10
         6                 6.60                6.00               44                 20.40              18.50
         7                 6.80                6.00               45                 20.90              19.00
         8                 7.00                6.00               46                 21.60              19.50
         9                 7.20                6.20               47                 22.20              20.00
        10                 7.50                6.40               48                 22.90              20.60
        11                 7.80                6.60               49                 23.70              21.20
        12                 8.00                6.80               50                 24.50              21.80
        13                 8.20                7.00               51                 25.30              22.40
        14                 8.50                7.20               52                 26.20              23.10
        15                 8.80                7.40               53                 27.20              23.90
        16                 9.00                7.60               54                 28.20              24.60
        17                 9.20                7.80               55                 29.30              25.50
        18                 9.50                8.00               56                 30.40              26.30
        19                 9.80                8.20               57                 31.60              27.20
        20                 10.00               8.50               58                 32.90              28.20
        21                 10.30               8.90               59                 34.30              29.30
        22                 10.90               9.20               60                 35.70              30.40
        23                 11.30               9.50               61                 37.30              31.60
        24                 11.90              10.00               62                 39.00              32.90
        25                 12.50              10.50               63                 40.70              34.30
        26                 12.80              11.10               64                 42.60              35.80
        27                 13.40              11.70               65                 44.60              37.30
        28                 13.80              12.30               66                 46.70              38.90
        29                 14.40              12.70               67                 48.90              40.60
        30                 14.70              13.00               68                 48.60              42.40
        31                 15.00              13.60               69                 48.30              44.40
        32                 15.30              14.20               70                 48.10              46.60
        33                 15.60              14.60               71                 47.80              47.90
        34                 15.90              14.80               72                 47.60              47.50
        35                 16.20              15.10               73                 47.40              47.10
        36                 16.60              15.40               74                 47.20              46.70
        37                 17.00              15.80               75                 46.90              46.20
- -------------------------------------------------------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>

                                   APPENDIX E
          SURRENDER CHARGE WHOLE LIFE PREMIUM PER $1,000 OF FACE AMOUNT

The following  table  provides the Surrender  Charge Whole Life Premium  factors
that are used in determining the Premium Related Surrender Charge Reduction. See
section entitled "Surrender Charge" in the Prospectus.

  Insured's Age      Surrender Charge Whole Life Premium     Insured's Age     Surrender Charge Whole Life Premium
  at Policy Date                Per $1,000 of               at Policy Date                Per $1,000 of
                             Initial Face Amount                                       Initial Face Amount
   ------------          ---------------------------         ------------          ---------------------------
                           Male              Female                                  Male              Female
                        Nonsmoker           Nonsmoker                             Nonsmoker           Nonsmoker
                        and Smoker         and Smoker                             and Smoker         and Smoker
                       ------------       ------------                          -------------       -------------
        <S>               <C>                <C>                  <C>              <C>                 <C>   
        0                 $3.31              $2.81                38               $13.31              $11.43
        1                  3.34               2.85                39                13.93               11.94
        2                  3.45               2.94                40                14.58               12.47
        3                  3.55               3.04                41                15.27               13.02
        4                  3.67               3.13                42                16.00               13.61
        5                  3.79               3.24                43                16.77               14.22
        6                  3.92               3.35                44                17.58               14.87
        7                  4.06               3.46                45                18.44               15.55
        8                  4.21               3.58                46                19.36               16.27
        9                  4.36               3.71                47                20.32               17.03
        10                 4.53               3.85                48                21.35               17.83
        11                 4.70               3.99                49                22.44               18.67
        12                 4.87               4.13                50                23.60               19.57
        13                 5.05               4.29                51                24.84               20.52
        14                 5.24               4.45                52                26.15               21.52
        15                 5.42               4.61                53                27.55               22.59
        16                 5.61               4.78                54                29.04               23.71
        17                 5.80               4.96                55                30.63               24.91
        18                 6.00               5.14                56                32.31               26.18
        19                 6.21               5.33                57                34.11               27.54
        20                 6.42               5.53                58                36.03               28.99
        21                 6.65               5.74                59                38.08               30.55
        22                 6.89               5.96                60                40.28               32.23
        23                 7.14               6.19                61                42.63               34.03
        24                 7.41               6.44                62                45.15               35.98
        25                 7.69               6.69                63                47.84               38.06
        26                 8.00               6.96                64                50.72               40.29
        27                 8.32               7.24                65                53.79               42.67
        28                 8.66               7.53                66                57.09               45.23
        29                 9.02               7.84                67                60.62               47.98
        30                 9.40               8.16                68                64.41               50.96
        31                 9.80               8.50                69                68.50               54.21
        32                10.22               8.86                70                72.90               57.75
        33                10.67               9.24                71                77.65               61.62
        34                11.14               9.63                72                82.75               65.84
        35                11.64               10.05               73                88.20               70.41
        36                12.17               10.49               74                94.00               75.36
        37                12.73               10.95               75                100.17              80.71


</TABLE>


   
  THIS PROSPECTUS IS ACCOMPANIED BY THE FOLLOWING PROSPECTUSES FOR THE FUNDS:

- --------------------------------------------------------------------------------
FUND                       CIK                 ASSESSION NUMBER
- ----                       ---                 ----------------
Fidelity Investments     0000356494          0000356494-97-000012
Variable Insurance
Products Funds I
Dated April 30, 1997

Fidelity Investments     0000831016          00000356494-97-000013
Variable Insurance
Products Funds II
Dated April 30, 1997

Northstar Variable       0000916403          0000916641-97-000429
Trust
Dated April 30, 1997

Putnam Capital Manager   0000822671          0000822671-97-000021
Trust
Dated May 1, 1997
- --------------------------------------------------------------------------------
    


[GRAPHIC OMITTED]

RELIASTAR

ReliaStar Bankers Security Life Insurance Company
1000 Woodbury Road
Woodbury, NY 11797

SELECT*LIFE NY PROSPECTUS                                         (MAY 15, 1997)


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