SELECT LIFE VARIABLE ACCOUNT
485APOS, 1996-02-22
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<PAGE>
   
                                                     Registration No. 33-57244

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                              POST-EFFECTIVE
                             AMENDMENT NO. 4
                                    TO
                                  FORM S-6

                           REGISTRATION STATEMENT
                                  UNDER
                         THE SECURITIES ACT OF 1933

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

                        SELECT*LIFE VARIABLE ACCOUNT
                    (Exact Name of Unit Investment Trust)

                NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                           (Name of Depositor)

                         James E. Nelson, Esquire
               Northwestern National Life Insurance Company
                        20 Washington Avenue South
                       Minneapolis, Minnesota 55401
        (Complete Address of Depositor's Principal Executive Offices)

                        ___________________________

It is proposed that this filing will become effective

___ immediately upon filing pursuant to paragraph (b) of Rule 485
___ on April 30, 1996 pursuant to paragraph (b) of Rule 485
_X_ 60 days after filing pursuant to paragraph (a) of Rule 485
___ on (date) pursuant to paragraph (a) of Rule 485

Registrant has chosen to register an indefinite amount of securities in
accordance with Rule 24f-2. The Rule 24f-2 Notice of Registrant's most recent
fiscal year was filed on or about February 22, 1996.
    


<PAGE>

                    SELECT*LIFE VARIABLE ACCOUNT

                      CROSS REFERENCE SHEET
                   (Reconciliation and Tie Sheet)

Item Number of
 Form N-8B-2                        Heading in the Prospectus
- --------------                      -------------------------
      1                             Cover Page

      2                             Cover Page

      3                             Not Applicable

      4                             Distribution of the Policies

      5                             Northwestern National Life Insurance
                                    Company and The Variable Account

      6                             The Variable Account

      7                             Not Applicable

      8                             Not Applicable

      9                             Not Applicable

      10                            Summary; Death Benefit; Payment and
                                    Allocation of Premiums; Death Benefit
                                    Guarantee; Accumulation Value; Sales
                                    Charge Refund; Policy Lapse and
                                    Reinstatement; Surrender Benefits;
                                    Investments of the Variable Account;
                                    Transfers; Policy Loans; Free Look and
                                    Conversion Rights; Voting Rights; General
                                    Provisions; Appendix A; Appendix B

      11                            Deductions and Charges; Investments of
                                    the Variable Account

      12                            Investments of the Variable Account

      13                            Deductions and Charges

      14                            The Policies; General Provisions;
                                    Distributions of the Policies

      15                            Payment and Allocation of Premiums;
                                    Investments of the Variable Account


                                -i-


<PAGE>


Item Number of
 Form N-8B-2                        Heading in the Prospectus
- --------------                      -------------------------

      16                            Payment and Allocation of Premiums;
                                    Surrender Benefits; Investments of the
                                    Variable Account

      17                            Surrender Benefits; Policy Loans; Free
                                    Look and Conversion Rights; General
                                    Provisions

      18                            The Variable Account; Investments of the
                                    Variable Account; Payment and Allocation
                                    of Premiums

      19                            Voting Rights; General Provisions

      20                            Not Applicable

      21                            Policy Loans

      22                            Not Applicable

      23                            Bonding Arrangements

      24                            Definitions; General Provisions

      25                            Northwestern National Life Insurance
                                    Company

      26                            Not Applicable

      27                            Northwestern National Life Insurance
                                    Company; Other Contracts Issued by Us

      28                            Management

      29                            Northwestern National Life Insurance
                                    Company

      30                            Not Applicable

      31                            Not Applicable

      32                            Not Applicable

      33                            Not Applicable

      34                            Not Applicable

      35                            Not Applicable

      36                            Not Applicable


                                -ii-

<PAGE>


Item Number of
 Form N-8B-2                        Heading in the Prospectus
- --------------                      -------------------------

      37                            Not Applicable

      38                            Distribution of the Policies

      39                            Distribution of the Policies

      40                            Distribution of the Policies

      41                            Distribution of the Policies

      42                            Not Applicable

      43                            Not Applicable

      44                            Investments of the Variable Account;
                                    Payment and Allocation of Premiums;
                                    Deductions and Charges

      45                            Not Applicable

      46                            Investments of the Variable Account;
                                    Deductions and Charges

      47                            Investments of the Variable Account

      48                            Northwestern National Life Insurance
                                    Company; State Regulation

      49                            Not Applicable

      50                            The Variable Account

      51                            Cover Page; The Policies; Death Benefit;
                                    Payment and Allocation of Premiums;
                                    Deductions and Charges; Policy Lapse and
                                    Reinstatement; General Provisions; Free
                                    Look and Conversion Rights

      52                            Investments of the Variable Account

      53                            Federal Tax Matters

      54                            Not Applicable

      55                            Not Applicable

      56                            Not Applicable

      57                            Not Applicable


                                -iii-

<PAGE>


Item Number of
 Form N-8B-2                        Heading in the Prospectus
- --------------                      -------------------------

      58                            Not Applicable

      59                            Not Applicable


                               -iv-

<PAGE>
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                        -------------------------------

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                                   ISSUED BY
                          SELECT*LIFE VARIABLE ACCOUNT
                                       OF
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

    This  Prospectus describes a flexible premium variable life insurance policy
(the "Policy") offered  by Northwestern National  Life Insurance Company  ("we",
"us",  "our"). 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 along 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  Select*Life  Variable  Account  (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 five portfolios  of the  Variable
Insurance  Products  Fund,  in  one  of  the  four  portfolios  of  the Variable
Insurance Products Fund  II, in one  of the six  funds available through  Putnam
Capital  Manager  Trust  or  in  one of  the  two  funds  available  through the
Northstar/NWNL Trust (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 RETAINED FOR  FUTURE REFERENCE. IT IS VALID ONLY  WHEN
ACCOMPANIED OR PRECEDED BY THE CURRENT PROSPECTUSES OF THE FUNDS

   
THE DATE OF THIS PROSPECTUS IS APRIL 30, 1996.
    

   
N700.176c
    
<PAGE>
    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, and the charges
and deductions assessed in connection with the Policy.

    The Policy provides  for two  types of "free  look" periods,  one after  the
issuance  of the Policy and  the other after any  requested increase in the Face
Amount. 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.

                                       2
<PAGE>

   
<TABLE>
<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? ............... 10
What is the Death Benefit Guarantee? .................................................. 10
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
Who are the investment advisers of the Funds? ......................................... 11
What are the minimum and maximum premium payments allowed? ............................ 11
How are premiums allocated to the investment options? ................................. 11
What charges do we make against each premium payment? ................................. 11
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? .................................. 12
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? ....................................... 13
Are Death Benefit proceeds taxable income to the beneficiary? ......................... 13
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

Northwestern National Life Insurance Company .......................................... 14
The Variable Account .................................................................. 14
Performance Information ............................................................... 14
The Policies .......................................................................... 15
Death Benefit ......................................................................... 15
  Death Benefit Options ............................................................... 16
  Which Death Benefit Option to Choose ................................................ 18
  Requested Changes in Face Amount .................................................... 18
  Insurance Protection ................................................................ 19
  Change in Death Benefit Option ...................................................... 20
  Accelerated Benefit Rider ........................................................... 20
Payment and Allocation of Premiums .................................................... 21
  Issuing the Policy .................................................................. 21
  Allocation of Premiums .............................................................. 22
  Amount and Timing of Premiums ....................................................... 22
  Planned Periodic Premiums ........................................................... 23
  Unscheduled Additional Premiums ..................................................... 23
  Paying Premiums by Mail ............................................................. 23
Death Benefit Guarantee ............................................................... 23
Accumulation Value .................................................................... 24
Deductions and Charges ................................................................ 25
  Premium Expense Charge .............................................................. 25
  Monthly Deduction ................................................................... 25
  Surrender Charge .................................................................... 26
  Charges Against the Variable Account ................................................ 29
  Partial Withdrawal and Transfer Charges ............................................. 29
  Reduction of Charges ................................................................ 29
Sales Charge Refund ................................................................... 29
Policy Lapse and Reinstatement ........................................................ 30
Surrender Benefits .................................................................... 31
  Total Surrender ..................................................................... 31
  Partial Withdrawal .................................................................. 31
</TABLE>
    

                                       3
<PAGE>
   
<TABLE>
<S>                                                                                         <C>
Transfers ............................................................................. 32
Policy Loans .......................................................................... 34
Free Look and Conversion Rights ....................................................... 36
  Free Look Rights .................................................................... 36
  Conversion Rights ................................................................... 36
Investments of the Variable Account ................................................... 37
  Fidelity's Variable Insurance Products Fund (VIPF):
    Money Market Portfolio ............................................................ 38
    High Income Portfolio ............................................................. 38
    Equity-Income Portfolio ........................................................... 38
    Growth Portfolio .................................................................. 38
    Overseas Portfolio ................................................................ 38
  Fidelity's Variable Insurance Products Fund II (VIPF II):
    Asset Manager Portfolio ........................................................... 38
    Investment Grade Bond Portfolio ................................................... 38
    Index 500 Portfolio ............................................................... 38
    Contrafund Portfolio .............................................................. 39
  Northstar/NWNL Trust (Northstar):
    Northstar Income and Growth Fund .................................................. 39
    Northstar Multi-Sector Bond Fund .................................................. 39
  Putnam Capital Manager Trust (PCM):
    PCM Diversified Income Fund ....................................................... 39
    PCM Growth and Income Fund ........................................................ 39
    PCM Utilities Growth and Income Fund .............................................. 39
    PCM Voyager Fund .................................................................. 39
    PCM Asia Pacific Growth Fund ...................................................... 39
    PCM New Opportunities Fund ........................................................ 39
  Addition, Deletion, or Substitution of Investments .................................. 39
Voting Rights ......................................................................... 40
General Provisions .................................................................... 41
  Benefits at Age 95 .................................................................. 41
  Ownership ........................................................................... 41
  Proceeds ............................................................................ 41
  Beneficiary ......................................................................... 41
  Postponement of Payments ............................................................ 41
  Settlement Options .................................................................. 42
  Incontestability .................................................................... 42
  Misstatement of Age and Sex ......................................................... 42
  Suicide ............................................................................. 42
  Termination ......................................................................... 43
  Amendment ........................................................................... 43
  Reports ............................................................................. 43
  Dividends ........................................................................... 43
  Collateral Assignment ............................................................... 43
  Optional Insurance Benefits ......................................................... 44
Federal Tax Matters ................................................................... 44
  Policy Proceeds ..................................................................... 44
  Taxation of Distributions ........................................................... 45
  Taxation of Policies Held by Pension and Certain Deferred Compensation Plans ........ 45
  Taxation of Northwestern National Life Insurance Company ............................ 46
  Other Considerations ................................................................ 46
Legal Developments Regarding Employment -- Related Benefit Plans ...................... 46
Distribution of the Policies .......................................................... 46
Management ............................................................................ 48
  Directors ........................................................................... 48
  Executive Officers .................................................................. 49
State Regulation ...................................................................... 49
Massachusetts and Montana Residents ................................................... 50
Legal Proceedings ..................................................................... 50
</TABLE>
    

                                       4
<PAGE>
   
<TABLE>
<S>                                                                                         <C>
Bonding Arrangements .................................................................. 50
Legal Matters ......................................................................... 50
Experts ............................................................................... 50
Registration Statement Contains Further Information ................................... 50
Financial Statements .................................................................. 51
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 Contingent Deferred Sales Charges
             Per $1,000 of Face Amount ............................................... D-1
Appendix E - Surrender Charge Guideline Per
            $1,000 of Face Amount .................................................... E-1

Fund Prospectuses
  Fidelity's Variable Insurance Products Fund (VIPF):
    Money Market Portfolio ......................................................... VIP-1
    High Income Portfolio .......................................................... VIP-1
    Equity-Income Portfolio ........................................................ VIP-1
    Growth Portfolio ............................................................... VIP-1
    Overseas Portfolio ............................................................. VIP-1
  Fidelity's Variable Insurance Products Fund II (VIPF II):
    Investment Grade Bond Portfolio .............................................. VIPII-1
    Asset Manager Portfolio ...................................................... VIPII-1
    Index 500 Portfolio .......................................................... VIPII-1
    Contrafund Portfolio ......................................................... VIPII-1
  Northstar/NWNL Trust (Northstar):
    Northstar Income and Growth Fund ......................................... Northstar-1
    Northstar Multi-Sector Bond Fund ......................................... Northstar-1
  Putnam Capital Manager Trust (PCM):
    PCM Diversified Income Fund .................................................... PCM-1
    PCM Growth and Income Fund ..................................................... PCM-1
    PCM Utilities Growth and Income Fund ........................................... PCM-1
    PCM Voyager Fund ............................................................... PCM-1
    PCM Asia Pacific Growth Fund ................................................... PCM-1
    PCM New Opportunities Fund ..................................................... PCM-1
</TABLE>
    

                                       5
<PAGE>
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 24  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.

CONTINGENT  DEFERRED  ADMINISTRATIVE  CHARGE. A  contingent  deferred  charge to
reimburse us  for  expenses  incurred  in issuing  the  Policy.  The  Contingent
   Deferred  Administrative Charge will only be  imposed upon total surrender or
   lapse of the Policy during the first 15 Policy Years and during the first  15
   years following any requested increase in Face Amount. The sum of this charge
   and  the  Contingent  Deferred  Sales Charge  is  the  Surrender  Charge. See
   "Deductions and Charges -- Surrender Charge" at page 26.

CONTINGENT DEFERRED SALES CHARGE. A  contingent deferred charge to reimburse  us
for expenses relating to the distribution of the Policy. The Contingent Deferred
   Sales Charge will only be imposed upon total surrender or lapse of the Policy
   during  the first 15 Policy Years and during the first 15 years following any
   requested increase in Face Amount. The sum of this charge and the  Contingent
   Deferred  Administrative Charge is the  Surrender Charge. See "Deductions and
   Charges -- Surrender Charge" at page 26.

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 15.

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.
   See "Death Benefit Guarantee" at page 23.

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 16.

FACE  AMOUNT. The minimum Death  Benefit under the Policy  as long as the Policy
remains in force. See "Death Benefit" at page 15.

FIXED ACCOUNT. The assets of Northwestern National 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 24 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.

                                       6
<PAGE>
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 16.

   
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 23.

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.

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 25.

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  $8.25 per  month and  is
   guaranteed  not to  exceed $12.00 per  month. See "Deductions  and Charges --
   Monthly Deduction" at page 25.

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  will be an  annual rate of  .9 of 1%  (.90%) of the
   Variable Accumulation Value of the Policy  during the first 10 Policy  Years.
   During  each Policy Year thereafter the charge  will be an annual rate of .45
   of 1% (.45%) guaranteed not to exceed .9 of 1% (.90%) for the duration of the
   Policy. See "Deductions  and Charges  -- Monthly Mortality  and Expense  Risk
   Charge" at page 26.

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

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

PCM. Putnam Capital Manager Trust
   PCM Diversified Income Fund
   PCM Growth and Income Fund
   PCM Utilities Growth and Income Fund
   PCM Voyager Fund
   PCM Asia Pacific Growth Fund
   PCM New Opportunities 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 23.
    

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.

                                       7
<PAGE>
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, which
   consists of a sales charge of 2.50% and a premium tax charge of 2.50%. We may
   in the  future also  make a  charge of  up to  $2.00 per  premium payment  to
   reimburse  us  for  the  cost  of  collecting  and  processing  premiums. See
   "Deductions and Charges -- Premium Expense Charge" at page 25.
    

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

   
SALES  CHARGE  REFUND. An  amount designated  as Sales  Charge Refund  may exist
during the first  two Policy  Years or during  any 24-month  period following  a
   requested  increase  in Face  Amount. Any  such Sales  Charge Refund  will be
   applied to supplement the Cash Surrender  Value so as to continue the  Policy
   in  force for some months during either of these 24-month periods if there is
   insufficient Cash  Surrender Value  to cover  Monthly Deductions.  The  Sales
   Charge  Refund, if any, to  the extent not so  applied, will be refunded upon
   total surrender of the  Policy during either of  these 24-month periods.  See
   "Sales Charge Refund" at page 29.
    

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. The  Surrender Charge  consists of  the Contingent
   Deferred Administrative Charge and the Contingent Deferred Sales Charge.  See
   "Deductions and Charges -- Surrender Charge" at page 26.

   
SURRENDER  CHARGE GUIDELINE. An amount used  in calculating Sales Charge Refunds
(see "Sales Charge Refund" at  page 29) and in  calculating the sales charge  on
   requested  increases in Face Amount (see "Deductions and Charges -- Surrender
   Charge --  Contingent Deferred  Sales Charge  Calculation" at  page 28).  The
   Surrender  Charge Guideline  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.
   The Surrender Charge Guideline  factors included in Appendix  E are based  on
   certain provisions of Rule 6e-3(T), adopted by the SEC.
    

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 the New York Stock Exchange is open for trading or any
other day on which there is sufficient trading in a Fund's portfolio  securities
   to  materially affect  the Unit Value  in the  corresponding Sub-Account. 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. Select*Life  Variable Account, a  separate investment account
established by us to receive and invest Net Premiums paid under the Policy.  See
   "The Variable Account" at page 14.

VARIABLE  ACCUMULATION VALUE. The value attributable to a specific Policy to the
extent such amount is  attributable to the  Variable Account. See  "Accumulation
   Value" 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

                                       8
<PAGE>
   Policy,  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 16.

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

VIPF II. Variable Insurance Products Fund II
   Investment Grade Bond Portfolio
   Asset Manager Portfolio
   Index 500 Portfolio
   Contrafund Portfolio

WE, US, OUR. Northwestern National 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.

                                       9
<PAGE>
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  second 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 of 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  of
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 Rider".
    

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 may require additional evidence of insurability satisfactory to
us and will result in additional charges.  See "Death Benefit -- Change in  Face
Amount".

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

                                       10
<PAGE>
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 plus any Sales Charge
Refund 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  Select*Life  Variable Account  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 related
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".

WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?
    Fidelity  Management & Research Company is  the investment adviser of VIPF's
five portfolios and of VIPF II's four 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 PCM's six funds.

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".
    

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,  which consists of  a sales charge  of
2.50%  and a premium tax charge of 2.50%. Although we do not currently do so, we
may choose to make an  additional charge of up to  $2.00 per premium payment  as
part  of  the Premium  Expense  Charge to  reimburse  us for  premium processing
expenses. See "Deductions and Charges -- Premium Expense Charge".

                                       11
<PAGE>
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. 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 $8.25 per
month and is guaranteed  not to exceed $12.00  per month. The Monthly  Mortality
and  Expense Risk Charge will be equal to  one-twelfth of .9 of 1% (.90%) of the
Variable Accumulation Value (that is, the total value attributable to a specific
Policy in the  Sub-Accounts of the  Variable Account) of  the Policy during  the
first 10 Policy Years. Beginning on Policy Year 11 and each year thereafter this
monthly  charge will be one-twelfth of .45 of 1% (.45%) guaranteed not to 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 and partial
withdrawals  is  guaranteed  not  to  exceed  $25.00  per  transfer  or  partial
withdrawal.  See  "Deductions and  Charges  -- Transfer  and  Partial Withdrawal
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). The  Surrender
Charge  consists of  the Contingent Deferred  Sales Charge to  recover our sales
expenses, and  the  Contingent Deferred  Administrative  Charge to  recover  our
policy issue expenses. See "Deductions and Charges -- Surrender Charge".

    The  maximum  Contingent Deferred  Sales Charge  and the  maximum Contingent
Deferred Administrative 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. These maximum
charges then remain level  during the first five  years in the relevant  15-year
period,  and then reduce in  equal monthly increments until  they become 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  Contingent Deferred  Administrative Charge  on the  initial Face Amount
will depend upon the initial Face Amount. The Contingent Deferred Administrative
Charge on any requested increase in Face Amount will depend upon the Face Amount
of the increase.  During the first  five years in  the relevant 15-year  period,
this charge is $5.00 per $1,000 of Face Amount.

    The  Contingent Deferred Sales Charge on the initial Face Amount will depend
upon the initial  Face Amount, the  Insured's Age  on the Policy  Date, and  the
Insured's sex. The Contingent Deferred Sales 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, and the Insured's sex (see Appendix D).

    The Contingent  Deferred  Sales  Charge applicable  to  Policies  issued  in
Massachusetts  and Montana will not be affected by the Insured's sex. Therefore,
the Contingent Deferred  Sales Charge applied  to Policies issued  in these  two
states  will differ  from the  charge made on  Policies issued  in other states.
Also, the  Contingent  Deferred  Sales  Charge applied  to  Policies  issued  in
Pennsylvania  may  be higher  or lower  than  in other  states depending  on the
Insured's Age and sex.

    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. During the first two Policy

                                       12
<PAGE>
Years and the first two Policy Years  following an increase in the Face  Amount,
you  may also be entitled to a refund of a portion of any charges made for sales
expenses. See "Surrender Benefits -- Total Surrender" and "Sales Charge Refund".

CAN YOU MAKE PARTIAL WITHDRAWALS?
    Yes, you can withdraw part of your Cash Surrender Value. 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 the
latest of:

    - Midnight of the 20th day after you receive it;

    - Midnight  of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or

    - Midnight of the 45th day after the date your application for the Policy is
      signed.

   
    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 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 free  look and  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
four transfers per year and to make a charge for each transfer. (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. 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 (see "Free Look and Conversion Rights --
Conversion Rights"), the limit  on the number of  transfers and the charge  will
not apply. See "Transfers".
    

CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?
    At  any time after  the first Policy Year,  you can borrow up  to 75% of the
Cash Value  of  the  Policy  less  any existing  Loan  Amount.  (In  Texas,  the
percentage is 100% and in Alabama, Maryland and Virginia, the percentage is 90%.
In  Indiana you can borrow up to 75% of  the Cash Value of the Policy during the
first Policy Year.) Each loan  must be at least  $500, except in Connecticut  it
must  be at least $200. Interest is payable  in advance for each Policy Year and
accrues daily at an effective annual rate  that will not exceed 8.00% (which  is
7.40%  when payable  in advance).  After the tenth  Policy Year,  we will charge
interest at an annual rate of 5.50% (which is 5.21% 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".

                                       13
<PAGE>
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

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

   
    We  are a  stock life insurance  company organized in  1885 and incorporated
under the  laws  of  the State  of  Minnesota.  Effective January  3,  1989,  we
converted  from  a stock  and  mutual life  insurance  company to  a  stock life
insurance company,  and  through a  merger,  we became  a  direct,  wholly-owned
subsidiary  of ReliaStar Financial Corp. (formerly  known as The NWNL Companies,
Inc.). We offer individual life  insurance and annuities, employee benefits  and
retirement   contracts.   The  Policies   described   in  this   Prospectus  are
nonparticipating. On  a  consolidated  basis,  we  have  $178  billion  of  life
insurance  in force and our  assets are $15.5 billion. Our  Home Office is at 20
Washington Avenue South, Minneapolis, Minnesota 55401 (telephone 612-372-5507).
    

THE VARIABLE ACCOUNT

    The Variable Account is a Separate Account of ours, established by the Board
of Directors on October 11, 1984 pursuant to the laws of the State of Minnesota.
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 flexible  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 Minnesota 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

                                       14
<PAGE>
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,
CHANGING  TIMES, 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  to which  you allocate your
premium payments.

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

                                       15
<PAGE>
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 of 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 on  page
17.  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).

                                       16
<PAGE>
                           CORRIDOR PERCENTAGE TABLE

<TABLE>
<CAPTION>
    Insured's Age on
     Previous Policy         Corridor Percentage
       Anniversary          of Accumulation Value
- -------------------------  -----------------------
<S>                        <C>
      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
</TABLE>

    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 of 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 Age 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

                                       17
<PAGE>
$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 two Policy Years.

    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  free look, conversion, and
refund rights with  respect to requested  increases in Face  Amount. See  "Sales
Charge Refund" and "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.  You
cannot request a decrease in the Face Amount more frequently than once every six
months.  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.

                                       18
<PAGE>
    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.

                                       19
<PAGE>
(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, you  may change the Death Benefit Option.
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 RIDER
    
   
    Under certain circumstances, the Accelerated  Benefit Rider 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.
    

                                       20
<PAGE>
   
    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 Rider 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.

    TEMPORARY INSURANCE. At the time the application is taken, the applicant can
receive temporary  insurance  coverage by  paying  a  premium equal  to  10%  of
annualized Minimum Monthly Premium. The temporary insurance will be for the face
amount specified in the premium receipt and will be effective until the earliest
of the following:

    - The date the coverage under the Policy is effective.

    - The  date the  applicant receives  an offer  for an  alternative policy, a
      notice of termination of temporary  insurance coverage, or notice that  we
      have rejected the application.

    - The  date  of  death  of the  proposed  Insured,  any  proposed additional
      Insured, or any proposed Insured child.

    - The 75th day after the date of the receipt for the temporary insurance.

                                       21
<PAGE>
   
    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 new premium allocation may
be  100% to any Account or divided  in whole percentage points totaling 100%. We
reserve the right to adjust any allocation to eliminate fractional  percentages.
Changing  the  current  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

                                       22
<PAGE>
      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.

    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:
    

   
            Northwestern National 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  (even  when  supplemented by  the  Sales  Charge  Refund) 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.

                                       23
<PAGE>
    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, 1996. 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,  1996. The $1,000 maintains the  Death
             Benefit  Guarantee without your paying  any additional premiums for
             the next 10 months  (through October 31,  1996). However, you  must
             pay at least $100 by November 1, 1996 to maintain the Death Benefit
             Guarantee through November 30, 1996.
    

    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."  (During the  first two  Policy
Years and the first two years following a requested increase in Face Amount, you
may also be entitled to a Sales Charge Refund. See "Sales Charge Refund".)

    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.

                                       24
<PAGE>
    The Fixed  Accumulation Value  will be  increased by  (a) any  Net  Premiums
credited  to the Fixed Account,  (b) any interest credited  to 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  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 the  Fixed Account,  (b) partial withdrawals
from 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

    Charges will be deducted in connection with the Policy to compensate us  for
(a)  providing the insurance benefits of  the Policy (including any riders), (b)
administering the  Policy, (c)  assuming certain  risks in  connection with  the
Policy, and (d) incurring expenses in distributing the Policy.

    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.

    We currently expect that the total sales charge (which consists of the 2.50%
sales charge  deducted from  each premium  payment and  the Contingent  Deferred
Sales  Charge) may not be  sufficient to cover the  expenses incurred in selling
and distributing  the  Policies.  To  the extent  that  these  charges  are  not
sufficient these expenses will be paid from our general assets. These assets may
include proceeds from the Mortality and Expense Risk Charge described below.

PREMIUM EXPENSE CHARGE
    We  deduct a sales charge  and a charge for  premium taxes from each premium
payment. We  may in  the future  deduct a  premium processing  charge from  each
premium  payment although  we currently  do not make  this charge.  The total of
these charges is called the Premium  Expense Charge. 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.

    SALES  CHARGE.  A sales  charge of  2.50%  of each  premium payment  will be
deducted to  compensate us  for expenses  relating to  the distribution  of  the
Policy,  including  agents' commissions,  advertising, and  the printing  of the
prospectuses and sales literature for new and prospective buyers of this policy.
In addition, we may charge a  contingent deferred sales charge if you  surrender
the  Policy  or the  Policy  lapses. See  "Deductions  and Charges  -- Surrender
Charge".

    PREMIUM TAX CHARGE. Various states and subdivisions impose a tax on premiums
received by  insurance companies.  Premium taxes  vary from  state to  state.  A
charge  of 2.50% of each  premium payment will be  deducted by us. The deduction
represents an  amount we  consider necessary  to pay  all taxes  imposed by  the
states and any subdivisions.

    PREMIUM  PROCESSING CHARGE. We may make a  charge of up to $2.00 per premium
payment to reimburse  us for  the cost  of collecting  and processing  premiums,
although  we currently make  no such charge.  We do not  anticipate that we will
make any profit on this charge. If a premium processing charge is made, it  will
be  deducted from  premium payments before  the percentage  deductions for sales
charge and premium taxes.

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

                                       25
<PAGE>
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 plus  any Sales Charge Refund is not  sufficient
to  cover the Monthly Deduction on a  Monthly Anniversary, 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 at the  beginning of the
Policy Month (reduced by any charges for  rider benefits). 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 the 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  $8.25  which is  guaranteed not  to  exceed $12.00  each month.  This charge
reimburses us  for  expenses  incurred  in administering  the  Policy,  such  as
processing  claims,  maintaining records,  making  Policy changes,  printing and
mailing prospectuses and  annual and  semi-annual reports to  Policy owners  and
communicating  with you and other owners of  Policies. We do not anticipate that
we will make any profit on this charge. Because this charge is intended to cover
the average anticipated administrative expenses for all Policies, however, there
is not necessarily a relationship between the amount of this charge for a  given
Policy and the amount of expenses that may be attributable to that Policy.

    MONTHLY  MORTALITY AND EXPENSE  RISK CHARGE. Each month  during the first 10
Policy Years we will deduct a charge at an annual rate of .9 of 1% (.90%) of the
Variable Accumulation Value of the Policy. Each month thereafter we will  deduct
a  charge at  an annual rate  of .45 of  1% (.45%) of  the Variable Accumulation
Value guaranteed not to exceed .9 of  1% (.90%) for the duration of the  Policy.
We may realize a profit from this charge.

    The mortality risk assumed is that Insureds may live for a shorter period of
time  than we estimated  and that, as a  result, we would have  to pay a greater
amount in Death Benefits than we  collect in premium payments. The expense  risk
assumed  is that expenses incurred in  issuing and administering the Policy will
be greater than we estimated.

    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

    GENERAL. During the  first 15  Policy Years and  during the  first 15  years
following  any requested increase in Face Amount,  we make a Surrender Charge if
you surrender the  Policy or  the Policy lapses.  The Surrender  Charge has  two
parts    --   The   Contingent   Deferred    Administrative   Charge   and   the

                                       26
<PAGE>
Contingent Deferred Sales Charge which are determined separately. The  Surrender
Charge  will not be affected by any decrease  in Face Amount or by any change in
Face Amount resulting from a change in the Death Benefit Option.

    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.

    The Contingent  Deferred Administrative  Charge reimburses  us for  expenses
incurred  in issuing the  Policy, such as  processing the application (primarily
underwriting) and setting  up computer records.  We do not  anticipate making  a
profit  on this  charge. Because  this charge is  intended to  cover the average
anticipated issue expenses for all Policies, however, there is not necessarily a
relationship between the amount of this charge for a given Policy and the amount
of expenses that may be attributable to that Policy.

    The Contingent Deferred Sales Charge compensates us for expenses relating to
the distribution of the Policy, including agents' commissions, advertising,  and
the printing of the prospectus and sales literature for new sales of the Policy.

    CONTINGENT  DEFERRED ADMINISTRATIVE CHARGE.  The maximum Contingent Deferred
Administrative Charge for the initial Face Amount and any requested increase  in
Face  Amount is determined on  the Policy Date and on  the effective date of any
requested increase in Face Amount respectively. The maximum charge is $5.00  per
$1,000  of  Face Amount  during the  first five  years of  the relevant  15 year
period, and decreases thereafter  in equal monthly  increments until it  becomes
zero at the end of the 15 year period.

    The Contingent Deferred Administrative Charge for the initial Face Amount or
a  requested increase in Face Amount can  be determined by multiplying (a) $5.00
by (b) the initial Face Amount or the  Face Amount of the increase, as the  case
may  be,  and  by  (c)  the  applicable  percentage  from  the  Surrender Charge
Percentage Table shown on page  28, and then dividing  this amount by 1000.  For
example  assume that  an Insured buys  a Policy  with an initial  Face Amount of
$100,000. If the  Policy is surrendered  at any  time in the  first five  Policy
Years,   the  Contingent   Deferred  Administrative  Charge   is  calculated  by
multiplying (a) $5.00 by (b) $100,000 (the initial Face Amount), and by (c) 100%
(the applicable percentage from the Surrender Charge Percentage Table), and then
dividing by 1000.  This results in  a total of  $500 ($5.00 x  100,000 x 100%  /
1000).

    The  calculation of an additional  Contingent Deferred Administrative Charge
for a requested  increase in Face  Amount is the  same as for  the initial  Face
Amount,  except that the charges are based on the amount of the increase and the
years and months are measured from the effective date of the increase.

    CONTINGENT DEFERRED  SALES CHARGE.  The  maximum Contingent  Deferred  Sales
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  Contingent Deferred Sales  Charge will remain  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.  The
Contingent  Deferred Sales Charge will vary depending upon the Insured's Age (on
the Policy Date or on the effective date of an increase in Face Amount) and  the
Insured's sex.

    If  you surrender the Policy during the first two Policy Years or during the
first 24  months following  a requested  increase  in Face  Amount, you  may  be
entitled  to a refund of a portion  of the Contingent Deferred Sales Charge. See
"Sales Charge Refund."

    The Contingent Deferred Sales Charge will be equal to the lesser of:

        (a) 47.50% of the premiums  attributable to the  initial Face Amount  of
            the  Policy and  any premiums  attributable to  an increase  in Face
            Amount; or

        (b) The  result  of the  Contingent  Deferred Sales  Charge  calculation
    described below.

                                       27
<PAGE>
   
    CONTINGENT  DEFERRED SALES CHARGE  CALCULATION.  For  purposes of (b) above,
the Contingent  Deferred  Sales  Charge  for the  initial  Face  Amount  or  any
requested  increase  in  Face  Amount  is  determined  by  multiplying  (i)  the
applicable Charge per $1,000 of 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.
    

    EXAMPLE.   The following  example illustrates  how the  Contingent  Deferred
Sales  Charge is determined.  Assume that a male,  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 Contingent Deferred Sales Charge will be the lesser of:

        (a) 47.50% times the cumulative  premiums paid on  the Policy, which  is
            $950 (47.50 X $2,000); or

        (b) The  result  of the  Contingent  Deferred Sales  Charge Calculation,
            which is determined by multiplying (i) $14.00 (from Appendix D for a
            male 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  total  of
            $1,400 ($14.00 X 100,000 X 100%/1000).

    The  additional Contingent Deferred Sales  Charge for requested increases in
Face Amount will be calculated in the same manner as illustrated in the  example
above.  However, for  purposes of  determining the  amount in  (a) in  the above
example, the cumulative premium paid is replaced by the premiums attributable to
the increase in Face Amount. The  premiums attributable to the increase in  Face
Amount  will  consist of  a portion  of  the existing  Accumulation Value  and a
portion of the premium payments made  after the effective date of the  increase.
The  proportion of existing  Accumulation Value and  subsequent premium payments
attributable to the increase will equal  (a) the Surrender Charge Guideline  for
the increase found in Appendix E, divided by (b) the sum of the Surrender Charge
Guideline(s) for the initial Face Amount and each increase in Face Amount.

    MASSACHUSETTS,  MONTANA AND PENNSYLVANIA RESIDENTS.  Appendix C, Appendix D,
Appendix E  and the  preceding illustrations  of the  Contingent Deferred  Sales
Charge   do  not  apply  to  Policies   issued  in  Massachusetts,  Montana  and
Pennsylvania. The Contingent Deferred Sales Charge applied to Policies issued in
Massachusetts and Montana is not affected  by the Insured's sex. Therefore,  the
Contingent  Deferred Sales  Charge made on  Policies issued in  these two states
will differ from the charge made in other states. In Pennsylvania, the Insured's
sex will be  a factor  in determining the  amount of  Contingent Deferred  Sales
Charge applied to a Policy, but the charge will differ from the charge described
in the above example.

                       SURRENDER CHARGE PERCENTAGE TABLE

<TABLE>
<CAPTION>
If surrender or lapse occurs in    The following percentage of the
the last month of Policy Year:*  Surrender Charge will be payable:**
- -------------------------------  -----------------------------------
<S>                              <C>
          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%
</TABLE>

 *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.

                                       28
<PAGE>
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.  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. For more information concerning these  expenses,
see the prospectuses for the Funds that accompany this Prospectus.

PARTIAL WITHDRAWAL AND TRANSFER CHARGES
    We  currently make  no charge  for transfers  and a  $10.00 charge  for each
partial withdrawal.  These  charges are  guaranteed  not to  exceed  $25.00  per
transfer  or  partial withdrawal  for  the duration  of  the Policy.  We  do not
anticipate that we will make a profit on these charges. 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.

SALES CHARGE REFUND

    During  the first  two Policy  Years and during  the first  24 Policy Months
following the effective date of any requested increase in Face Amount, we may be
required to refund  a portion  of the Contingent  Deferred Sales  Charge if  you
surrender the Policy. This refund is called the Sales Charge Refund.

    Any amount used in the calculation described below will be determined on the
effective date of surrender.

    INITIAL  FACE  AMOUNT. If  the Policy  is surrendered  during the  first two
Policy Years, a Sales Charge  Refund will be made to  the extent that the  total
sales  charge deducted (which  consists of the 2.50%  sales charge deducted from
each premium payment and the Contingent  Deferred Sales Charge) exceeds (i)  30%
of actual premium payments made during the first Policy Year up to the amount of
the  Surrender Charge  Guideline (see below)  for the initial  face amount, plus
(ii) 9% of any actual  premium payments made that  exceed (i). In addition,  the
amount  of the  refund will  never decrease as  the result  of the  payment of a
premium. After the  second Policy  Year, there is  no Sales  Charge Refund  with
respect to the initial Face Amount.

    As  described  above,  the  Sales  Charge  Refund  is  calculated  based  on
percentages of premium payments. While the total sales charge deducted under the
Policy is not based solely on premium payments, it is possible to translate  the
total  sales charge into a percentage of premium payments. In general, the total
sales charge deducted (before calculating the  Sales Charge Refund) will be  50%
of  each premium payment until premium payments reach a certain level. The level
ranges from approximately 35% of a Surrender Charge Guideline for a male age  0,
up  to approximately 115% of a Surrender Charge Guideline for a male age 40, and
down to approximately 45%  of a Surrender  Charge Guideline for  a male age  75.
After premium payments reach this level, the total sales charge will equal 2.50%
of  each additional premium payment. During the  two Policy Years when the Sales
Charge Refund applies, however, the total sales charge will be limited to 30% of
actual first  year premium  payments up  to  the amount  of a  Surrender  Charge
Guideline,  9% of actual  premium payments until payments  reach the level where
the total  sales charge  drops to  2.50%, and  2.50% of  any additional  premium
payments  beyond that level. If  you have any questions  regarding the amount of
your Sales Charge Refund, please call us.

                                       29
<PAGE>
    Due to the Sales Charge Refund, the total sales charge for the initial  Face
Amount  will be significantly less  if a Policy is  surrendered during the first
two Policy Years rather than shortly thereafter.

    The Surrender Charge Guideline  will equal the  amount obtained by  dividing
the  Face Amount or the amount  of the increase, as the  case may be, by $1,000,
and multiplying the result by the applicable factor from Appendix E.

    REQUESTED INCREASES IN FACE  AMOUNT. If you cancel  a requested increase  in
Face  Amount during the first 24 Policy Months following the increase (but after
the free  look period  -- see  "Free Look  and Conversion  Rights --  Free  Look
Rights"),  and the Policy is surrendered at  any time thereafter, a Sales Charge
Refund will be made to the extent  that the total sales charge for the  increase
(which  consists of 2.50% of  the premiums attributable to  the increase and the
Contingent Deferred  Sales Charge  for  the increase)  exceeds  (i) 30%  of  the
premiums  attributable to  the increase  in the  12 Policy  Months following the
increase up to  the amount of  the Surrender Charge  Guideline for the  increase
(see immediately preceding paragraph), plus (ii) 9% of any premiums attributable
to  the increase  that exceed (i).  In addition,  the amount of  the refund will
never decrease as the result  of the payment of a  premium. This refund is  only
available if the increase is cancelled within the 24 Policy Months following its
effective  date,  and  the  Policy is  subsequently  surrendered.  No  refund is
available if the increase is cancelled after the 24-month period.

    Calculating total sales charge deducted for  an increase as a percentage  of
premiums  attributable to  the increase  is, in  general, the  same as described
above for the initial  Face Amount. Thus,  due to the  Sales Charge Refund,  the
total  sales charge for a requested increase in Face Amount may be significantly
less if  the increase  is cancelled  during the  24-month period  following  the
increase rather than shortly thereafter. If you have any questions regarding the
amount of your Sales Charge Refund, please call us.

    For  the purposes of  the preceding paragraph,  the premiums attributable to
the increase will be determined as described in the section entitled "Deductions
and Charges  -- Surrender  Charge --  Calculation of  Contingent Deferred  Sales
Charge",  which means  that, in effect,  a proportionate amount  of the existing
Accumulation Value on the effective date of the increase will be deemed to be  a
premium  payment  for  the increase,  and  subsequent premium  payments  will be
prorated.

    EFFECT OF SALES CHARGE  REFUND. The Sales Charge  Refund will be applied  to
maintain  the Policy in force  when the Cash Surrender  Value is insufficient to
cover the Monthly Deduction. If the  remaining Sales Charge Refund (not  already
applied  to  keep the  Policy in  force)  is insufficient  to cover  the Monthly
Deduction, this  remaining Sales  Charge Refund  may be  applied for  the  grace
period  under the Policy. See "Policy Lapse and Reinstatement". Any Sales Charge
Refund not so applied will  be refunded to you upon  the total surrender of  the
Policy.

POLICY LAPSE AND REINSTATEMENT

    LAPSE.  Unlike traditional  life insurance policies,  the failure  to make a
Planned Periodic Payment will not  by itself cause the  Policy to lapse. If  the
Death  Benefit Guarantee is not in effect, the  Policy will lapse only if, as of
any Monthly Anniversary, the Cash Surrender  Value plus any Sales Charge  Refund
is  less than the Monthly  Deduction due, and a grace  period of 61 days expires
without a sufficient payment. If (during the first two Policy Years or the first
24 Policy Months  after a requested  increase in Face  Amount) there exists  any
Sales  Charge Refund  (see "Sales Charge  Refund") sufficient  to supplement the
Cash Surrender Value so as to cover the Monthly Deduction, then the Sales Charge
Refund will be applied by  us to keep the Policy  in force. The amount of  Sales
Charge  Refund  available  for  such  application  is  reduced  on  each Monthly
Anniversary as so applied. Any payment made by you after we have kept the Policy
in force in this  manner will first be  used to reimburse us  for the amount  of
Sales Charge Refund so applied.

    During  the  early  Policy  Years,  the  Cash  Surrender  Value  (even  when
supplemented by the  Sales Charge Refund)  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

                                       30
<PAGE>
Value  plus any Sales Charge Refund 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 payment within the grace period will result
in lapse of the Policy without value.

    As discussed above,  any Sales  Charge Refund will  be applied  to keep  the
Policy  in  force  when  the  Cash Surrender  Value  is  less  than  the Monthly
Deduction. When a total surrender of the Policy is requested after the start  of
a  grace period, any remaining Sales Charge  Refund (not already applied to keep
the Policy in force) will be so  applied for the grace period, and  consequently
not  refunded, unless  the surrender  request is received  by us  within 30 days
after we  mail the  grace period  notice to  you. If  such a  request is  timely
received,  you will be  refunded an amount  equal to any  unapplied Sales Charge
Refund that existed as  of the Monthly Anniversary  on which the Cash  Surrender
Value  deficiency causing  the grace period  notice occurred,  plus any unearned
prepaid loan interest as of such Monthly Anniversary.

    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 to  keep
the Policy in force for at least two months.

    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 plus any Sales Charge Refund. 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

                                       31
<PAGE>
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 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) 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  (iii)
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  TRANSFER REQUESTS. You may request a transfer by telephone on any
Valuation Date after you  complete a telephone  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 transfer  instructions that  are received  and recorded  on voice
recording equipment. If a telephone 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
    

                                       32
<PAGE>
   
this loss. 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 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
Portfolio  Rebalancing  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 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 twelve  transfers  in a  Policy Year,
although we reserve the right  to limit you to no  more than four transfers  per
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.
    

                                       33
<PAGE>
   
    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 the
duration of the Policy. We do not anticipate that we will make a profit on  this
charge. 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 (except that in Indiana  loans may be made  during the first Policy  Year).
You  may not borrow at any time more than the Loan Value of the Policy, which is
equal to 75% of  the Cash Value  less the existing Loan  Amount, except that  in
Texas  the  percentage  is  100%  and in  Alabama,  Maryland  and  Virginia, the
percentage is 90%. If the Policy is in force as paid-up life insurance, the Loan
Value is  equal to  the  Cash Value  on the  next  Policy Anniversary  less  any
existing Loan Amount and loan interest to that date. Each Policy loan must be at
least  $500, except in  Connecticut it must be  at least $200.  After Age 65, we
currently allow 100% of the Cash Surrender Value to be borrowed.

    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 on or before  the
Insured reaches Age 95, 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".
    

   
    Payments  made by you generally will  be treated as premium payments, rather
than Policy loan  repayments, unless  you indicate  that the  payment should  be
treated  otherwise or unless we decide, at  our discretion, to apply the payment
as a Policy loan repayment. As a result, unless you indicate that a payment is a
loan repayment, all payments you make to the Policy will generally be subject to
the Premium  Expense Charge.  See  "Deductions and  Charges --  Premium  Expense
Charge".
    

    The total of your outstanding Policy loans 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  POLICY 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.

                                       34
<PAGE>
    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 5.50% (guaranteed to  be
no  less than 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,  plus any Sales Charge Refund, 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 7.40%,  payable in  advance. After  the  tenth Policy  Year, we  will  charge
interest at an annual rate of 5.21%, 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 7.40%.

                                       35
<PAGE>
    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 before the Insured reaches Age 95 (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 two  types of return  or "free  look" periods, one
after application  for  and issuance  of  the Policy  and  the other  after  any
requested increase in Face Amount.

    AT INITIAL ISSUE. 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 the latest of:

    - Midnight of the 20th day after receiving it;

    - Midnight  of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or

    - Midnight of the 45th day after the date your application for the Policy is
      signed.

    FOLLOWING A REQUESTED  INCREASE IN  FACE AMOUNT. Any  requested increase  in
Face  Amount is also subject to a free look period during which you have a right
to cancel the increase and  receive a refund. You must  notify us or your  agent
and ask us to cancel the increase by the latest of:

    - Midnight of the 20th day after receiving a new Policy Data Page;

    - Midnight  of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or

    - Midnight of the 45th day after the  date your request for the increase  is
      signed.

    Upon  requesting cancellation of the increase, you will receive a refund, if
you so request, or  otherwise a restoration to  the Policy's Accumulation  Value
(allocated  among the Fixed Account and the Sub-Accounts of the Variable Account
as if  it were  a  Net Premium  payment),  in an  amount  equal to  all  Monthly
Deductions  attributable to the  increase in Face  Amount, including rider costs
arising from the increase. This refund or credit will be made within seven  days
after  we  receive the  request  for cancellation  on  the appropriate  form. In
addition, the Surrender Charge will be adjusted so that it will be as though  no
such  increase in Face Amount  had occurred. Premiums paid  after an increase in
Face Amount will not be refunded following cancellation of the increase. If  you
request an increase in Face Amount you should take this into account in deciding
whether  to  make any  premium  payments during  the  free look  period  for the
increase.

CONVERSION RIGHTS

   
    CONVERSION RIGHTS. During the first two Policy Years and the first two years
following a requested increase  in Face Amount, we  are required to 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
    

                                       36
<PAGE>
   
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  seventeen investment alternatives  available under the
Variable Account.  Fidelity  Management &  Research  Company is  the  investment
adviser  for the  five portfolios of  VIPF and  the four portfolios  of VIPF II.
Northstar Investment Management Corporation is the investment adviser of the two
Northstar Funds. Putnam Management is the  investment adviser for the six  funds
of  PCM.  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  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 a possibility
that one Fund might become liable for any misstatement, inaccuracy or incomplete
disclosure in another Fund's prospectus.

                                       37
<PAGE>
    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  VIPF  and  VIPF II
Prospectuses and  the  section  entitled  "Sales and  Redemptions"  in  the  PCM
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 (VIPF)
    VIPF  is a mutual  fund currently offering  five investment portfolios, each
with a different investment objective.

    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 VIPF  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.

    OVERSEAS PORTFOLIO  seeks  long term  growth  of capital  primarily  through
investments  in foreign securities. The Overseas  Portfolio provides a means for
investors to diversify their  own portfolios by  participating in companies  and
economies outside of the United States.

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIPF II)
    VIPF II is a mutual fund currently offering five investment portfolios, each
with  a different investment objective. Presently, the following four portfolios
are available under this Policy.

    ASSET MANAGER PORTFOLIO seeks high total  return with reduced risk over  the
long-term  by allocating its assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.

   
    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.

                                       38
<PAGE>
    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/NWNL 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.
    

   
    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 CAPITAL MANAGER TRUST (PCM)
   
    PCM is a mutual fund currently offering eleven investment funds, each with a
different  investment  objective. Presently,  only the  following six  funds are
available under this Policy.
    

   
    PCM DIVERSIFIED  INCOME  FUND  seeks high  current  income  consistent  with
capital  preservation through U.S. government securities, high-yield higher risk
fixed income securities (commonly known as "junk bonds") and international fixed
income securities. Consult  the PCM  Prospectus for further  information on  the
risks  associated with this  Fund's investments in  high-yield higher-risk fixed
income securities.
    

    PCM 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.

    PCM UTILITIES GROWTH AND INCOME FUND seeks capital growth and current income
by concentrating  its  investments  in  debt and  equity  securities  issued  by
companies in the public utilities industries.

    PCM  VOYAGER FUND seeks  capital appreciation primarily  from a portfolio of
common stocks  which are  believed to  have potential  for capital  appreciation
which is significantly greater than that of market averages.

   
    PCM  ASIA  PACIFIC  GROWTH  FUND  seeks  capital  appreciation  by investing
primarily in securities of companies located  in Asia and in the Pacific  Basin.
The  Fund's investments will  normally include common  stocks, preferred stocks,
securities convertible into common stocks  or preferred stocks, and warrants  to
purchase common stocks or preferred stocks.
    

    PCM NEW OPPORTUNITIES FUND seeks long-term capital appreciation by investing
principally in common stocks of companies in sectors of the economy which Putnam
Management believes possess above-average long-term growth potential.

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS
    We  reserve the  right, subject to  compliance with applicable  law, 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,  if the
shares of a Fund are no longer  available for investment, or if in our  judgment
further  investment  in any  Fund  should become  inappropriate  in view  of the
purposes of the Variable Account. 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

                                       39
<PAGE>
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. If all or a portion of your investments are allocated to
any  of  the current  funds  that are  being substituted  for  on the  date such
substitution is announced,  you may  surrender the portion  of the  Accumulation
Value funded by such Fund(s) without payment of the associated Surrender Charge.
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.

                                       40
<PAGE>
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 the Insured notifies us in writing on  or
before attaining Age 95 that the Cash Surrender Value should be paid in cash.

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  an effective annual rate of  3.50% if we delay  payment
more  than  30 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.

                                       41
<PAGE>
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. 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 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, whether sane or insane, 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.

                                       42
<PAGE>
    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.

    In Colorado and North Dakota, the suicide period is shortened to one year.

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.

   
    - The Policy matures. See "General Provisions -- Benefits at Age 95".
    

AMENDMENT
    We reserve the  right to amend  the Policy  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,
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, and the Accumulation Value of your Policy at  the
end of the prior Policy Year. 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.

                                       43
<PAGE>
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 59 1/2, 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

                                       44
<PAGE>
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. 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 AND CERTAIN DEFERRED COMPENSATION PLANS

    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.

                                       45
<PAGE>
    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 70 1/2,  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.

TAXATION OF NORTHWESTERN NATIONAL 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 80% male
20% 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

                                       46
<PAGE>
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, plus 2% of additional premiums. 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 and  other benefits  based on  the amount  of earned
commissions.

                                       47
<PAGE>
MANAGEMENT

DIRECTORS

   
<TABLE>
<CAPTION>
                       TERM                        PRINCIPAL OCCUPATION
                      EXPIRES                     AND BUSINESS EXPERIENCE
                    -----------  ---------------------------------------------------------
<S>                 <C>          <C>
R. Michael Conley         1997   Senior  Vice President of ReliaStar Financial Corp. since
                                 1991; Senior Vice  President, Employee Benefits  Division
                                 of  Northwestern  National Life  Insurance  Company since
                                 1986; President of NWNL Benefits Corporation since  1988;
                                 Director of subsidiaries of ReliaStar Financial Corp.
John H. Flittie           1996   President   and  Chief  Operating  Officer  of  ReliaStar
                                 Financial Corp. and Northwestern National Life  Insurance
                                 Company since 1993; Vice Chairman of United Services Life
                                 Insurance  Company  and Bankers  Security  Life Insurance
                                 Society since 1995; Senior  Executive Vice President  and
                                 Chief  Operating Officer of ReliaStar Financial Corp. and
                                 Northwestern National Life Insurance Company from 1992 to
                                 1993; Senior Executive Vice President from 1991 to  1992;
                                 Executive Vice President and Chief Financial Officer from
                                 1989  to  1991; Director  of Community  First BankShares,
                                 Inc. and subsidiaries of ReliaStar Financial Corp.
Wayne R. Huneke           1998   Senior  Vice  President,  Chief  Financial  Officer   and
                                 Treasurer  of ReliaStar Financial  Corp. and Northwestern
                                 National  Life   Insurance  Company   since  1994;   Vice
                                 President,  Treasurer and  Chief Accounting  Officer from
                                 1990 to  1994;  Director  of  subsidiaries  of  ReliaStar
                                 Financial Corp.
William R. Merriam        1996   Senior  Vice  President,  Life  &  Health  Reinsurance of
                                 Northwestern National Life Insurance Company since  1991;
                                 Vice President from 1984 to 1991
Craig R. Rodby            1998   Senior  Vice President, Financial Management of ReliaStar
                                 Financial Corp. since 1994; President and Chief Executive
                                 Officer of Northern Life  Insurance Company from 1991  to
                                 1994;  President and Chief  Operating Officer of Northern
                                 Life Insurance  Company from  1990 to  1991; Director  of
                                 subsidiaries of ReliaStar Financial Corp.
David H. Roe              1998   Senior  Vice President of ReliaStar Financial Corp. since
                                 1995; Vice Chairman & Chief Executive Officer of  Bankers
                                 Security Life Insurance Society since 1995; President and
                                 Chief Executive Officer of United Services Life Insurance
                                 Company since 1995; Chairman & Chief Executive Officer of
                                 United   Services  Life  Insurance  Company  and  Bankers
                                 Security  Life  Insurance  Society  from  1992  to  1995;
                                 President  and  Chief Operating  Officer of  USLICO Corp.
                                 from 1992  to 1995;  President  of United  Services  Life
                                 Insurance  Company  from  1991  to  1992;  Executive Vice
                                 President and Chief Financial Officer, USAA from 1990  to
                                 1991;  Director  of subsidiaries  of  ReliaStar Financial
                                 Corp.
Robert C.                 1997   Senior Vice President, Technology of ReliaStar  Financial
Salipante                        Corp.  and Northwestern  National Life  Insurance Company
                                 since 1996; Senior Vice President, Individual Division of
                                 Northwestern National Life Insurance Company since  1996;
                                 Senior Vice President, Strategic Marketing and Technology
                                 of  ReliaStar Financial  Corp. and  Northwestern National
                                 Life Insurance  Company from  1994 to  1996; Senior  Vice
                                 President  and Chief Financial Officer from 1992 to 1994;
                                 Executive Vice President  of Ameritrust Corporation  from
                                 1988  to  1992;  Director  of  subsidiaries  of ReliaStar
                                 Financial Corp.
</TABLE>
    

                                       48
<PAGE>
   
<TABLE>
<CAPTION>
                       TERM                        PRINCIPAL OCCUPATION
                      EXPIRES                     AND BUSINESS EXPERIENCE
                    -----------  ---------------------------------------------------------
<S>                 <C>          <C>
Royce N. Sanner           1996   Senior Vice  President, General  Counsel &  Secretary  of
                                 ReliaStar   Financial  Corp.  since   1989;  Senior  Vice
                                 President, General  Counsel &  Secretary of  Northwestern
                                 National   Life  Insurance   Company  since   1983;  Vice
                                 President of  Washington  Square Securities,  Inc.  since
                                 1983;  Vice President,  General Counsel  and Secretary of
                                 Bankers  Security  Life  Insurance  Society  since  1995;
                                 General Counsel of United Services Life Insurance Company
                                 since  1995;  General  Counsel  and  Secretary  of United
                                 Services Life  Insurance  Company in  1995;  Director  of
                                 subsidiaries of ReliaStar Financial Corp.
Donald L. Swanson         1997   Senior   Vice  President,  Retirement  Plan  Division  of
                                 Northwestern National Life Insurance Company since  1993;
                                 Vice President from 1990 to 1993
John G. Turner            1998   Chairman   and  Chief  Executive   Officer  of  ReliaStar
                                 Financial Corp. and Northwestern National Life  Insurance
                                 Company  since  1993;  Chairman of  United  Services Life
                                 Insurance Company  and  Bankers Security  Life  Insurance
                                 Society  since 1995; Chairman  of Northern Life Insurance
                                 Company  since  1992;   Chairman,  President  and   Chief
                                 Executive   Officer  of  ReliaStar  Financial  Corp.  and
                                 Northwestern National  Life  Insurance Company  in  1993;
                                 President  and Chief Executive Office  from 1991 to 1993;
                                 President and Chief Operating Officer from 1989 to  1991;
                                 President  and  Chief Operating  Officer  of Northwestern
                                 National  Life  Insurance  Company  from  1986  to  1991;
                                 Director of subsidiaries of ReliaStar Financial Corp.
Steven W. Wishart         1996   Senior  Vice  President and  Chief Investment  Officer of
                                 ReliaStar  Financial  Corp.   since  1989;  Senior   Vice
                                 President of Northwestern National Life Insurance Company
                                 since  1981;  President  and Chief  Executive  Officer of
                                 ReliaStar Investment Research, 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
                                 subsidiaries of ReliaStar Financial Corp.
</TABLE>
    

   
The Executive Committee and Finance Committee of our Board of Directors consists
of Directors Flittie, Huneke, Rodby, Roe, Salipante, Sanner and Turner.
    

EXECUTIVE OFFICERS

   
<TABLE>
<S>                 <C>
John G. Turner      Chairman and Chief Executive Officer
John H. Flittie     President and Chief Operating Officer
R. Michael Conley   Senior Vice President -- Employee Benefits
Wayne R. Huneke     Senior Vice President, Chief Financial Officer and
                     Treasurer
Robert C.
 Salipante          Senior Vice President -- Individual Insurance and
                     Technology
Royce N. Sanner     Senior Vice President, General Counsel and Secretary
Steven W. Wishart   Senior Vice President -- Investments and Pensions
Craig R. Rodby      Senior Vice President -- Financial Management
</TABLE>
    

   
    All  of the foregoing executive officers  have been officers or employees of
ours for the past five years, except Mr. Salipante and Mr. Rodby. Mr.  Salipante
became  employed with the Company on July 6, 1992. Prior to joining the Company,
Mr. Salipante was  Executive Vice  President of  the Banking  Services Group  of
Ameritrust  Corp. Mr.  Rodby became employed  with the Company  in August, 1994.
Prior to joining the  Company Mr. Rodby  was President/Chief Executive  Officer,
Northern Life Insurance Company, a subsidiary of the Company.
    

STATE REGULATION

    We  are subject to  the laws of  the State of  Minnesota governing insurance
companies and to  regulation and supervision  by the Insurance  Division of  the
State  of Minnesota. An annual statement in  a prescribed form is filed with the
Insurance  Division   each   year,  and   in   each  state   we   do   business,

                                       49
<PAGE>
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.

    We are  also  subject  to  supervision and  verification  by  the  State  of
Minnesota  regarding participating business allocated  to the Participation Fund
Account, which  was  established  in  connection  with  the  reorganization  and
demutualization  of  the Company  in 1989.  The  Participation Fund  Account was
established for the purpose  of maintaining the  dividend practices relative  to
certain  policies previously issued  by the Company's  former Mutual Department.
The Participation Fund  Account is  not a  separate account  as described  under
Minnesota  Statutes Chapter 61A. An annual examination of the Participation Fund
Account is made by independent  consulting actuaries representing the  Insurance
Division of the State of Minnesota.

MASSACHUSETTS AND MONTANA RESIDENTS

    All  Policy provisions described in the prospectus that are based on the sex
of the Insured should  be disregarded. This  Policy will be  issued on a  unisex
basis.

    References  made to the mortality tables applicable to this Policy are to be
disregarded and  substituted with  an 80%  male  20% female  blend of  the  1980
Commissioner's  Standard Ordinary  Smoker and  Non-Smoker Mortality  Tables, Age
Last Birthday.

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 James E. Nelson, Esquire,
Attorney for the Company.

EXPERTS

   
    The financial  statements  of  NWNL's Select*Life  Variable  Account  as  of
December  31, 1995  and for each  of the three  years then ended  and the annual
financial statements of Northwestern National Life Insurance Company included in
this Prospectus have been  audited by independent auditors,  as stated in  their
reports  which are included herein,  and have been so  included in reliance upon
such reports given upon the authority of that firm as experts in accounting  and
auditing.
    

   
    Actuarial matters included in this Prospectus have been examined by Craig A.
Krogstad,  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.

                                       50
<PAGE>
FINANCIAL STATEMENTS

   
    The  financial statements for the Variable Account reflect the operations of
the Variable Account and its Sub-Accounts as  of December 31, 1995 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  Northwestern National  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  Northwestern  National  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.

                                       51
<PAGE>
                                   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 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 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.

                                      A-1
<PAGE>
                                   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. The  Unit Value was  initially set at  $10 when the  Sub-Account
first purchased Fund shares.

    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 DIVIDED BY 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.

                                      B-1
<PAGE>
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 the New York
Stock Exchange is open for trading or any other day on which there is sufficient
trading in a Fund's portfolio securities to materially affect the Unit Value  in
the corresponding Sub-Account of the Variable Account. 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 Amounts 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.

                                      B-2
<PAGE>
                                   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 VIPF, VIPF II, Northstar and PCM which  together
are  assumed to be at an average annual rate of     % for all years. This figure
is derived based on an average of  the Funds' current 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    %,     %, and    %,
respectively.
    

    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.

                                      C-1
<PAGE>
                                   APPENDIX D

                   MAXIMUM CONTINGENT DEFERRED SALES CHARGES
                           PER $1,000 OF FACE AMOUNT
<TABLE>
<CAPTION>
                                CHARGE PER $1,000 OF FACE
                              AMOUNT (INITIAL FACE AMOUNT OR
  INSURED'S AGE AT POLICY     AMOUNT OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                 0           $          1.00  $          1.00
                 1                      1.10             1.00
                 2                      1.20             1.00
                 3                      1.30             1.00
                 4                      1.40             1.00
                 5                      1.50             1.00
                 6                      1.60             1.00
                 7                      1.80             1.00
                 8                      2.00             1.00
                 9                      2.20             1.20
                10                      2.50             1.40
                11                      2.80             1.60
                12                      3.00             1.80
                13                      3.20             2.00
                14                      3.50             2.20
                15                      3.80             2.40
                16                      4.00             2.60
                17                      4.20             2.80
                18                      4.50             3.00
                19                      4.80             3.20
                20                      5.00             3.50
                21                      5.30             3.90
                22                      5.90             4.20
                23                      6.30             4.50
                24                      6.90             5.00
                25                      7.50             5.50
                26                      7.80             6.10
                27                      8.40             6.70
                28                      8.80             7.30
                29                      9.40             7.70
                30                     10.00             8.00
                31                     10.80             8.60
                32                     11.50             9.20
                33                     12.30             9.80
                34                     13.10            10.40
                35                     14.00            11.00
                36                     14.90            11.60
                37                     15.70            12.20

<CAPTION>
                                CHARGE PER $1,000 OF FACE
                              AMOUNT (INITIAL FACE AMOUNT OR
  INSURED'S AGE AT POLICY     AMOUNT OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                38           $         16.80  $         12.80
                39                     17.90            13.90
                40                     19.00            15.00
                41                     19.60            16.10
                42                     20.40            17.20
                43                     21.30            18.00
                44                     22.10            18.90
                45                     23.00            19.50
                46                     23.90            20.60
                47                     24.90            21.70
                48                     25.90            22.50
                49                     27.00            23.30
                50                     28.20            24.20
                51                     29.40            25.20
                52                     30.70            26.20
                53                     32.10            27.20
                54                     33.50            28.00
                55                     35.00            29.50
                56                     36.70            30.70
                57                     38.40            32.00
                58                     40.20            33.40
                59                     42.20            34.80
                60                     44.30            36.40
                61                     45.60            38.10
                62                     45.40            40.00
                63                     45.30            41.90
                64                     44.90            43.90
                65                     44.60            45.50
                66                     44.30            45.00
                67                     43.90            44.60
                68                     43.60            44.10
                69                     43.30            43.70
                70                     43.10            43.30
                71                     42.80            42.90
                72                     42.60            42.50
                73                     42.40            42.10
                74                     42.20            41.70
                75                     41.90            41.20
</TABLE>

                                      D-1
<PAGE>
                                   APPENDIX E

              SURRENDER CHARGE GUIDELINE PER $1,000 OF FACE AMOUNT

    The following table provides the Surrender Charge Guideline factors that are
used in determining the Sales Charge Refund during the first two Policy Years or
the  first two years following a requested  increase in Face Amount (see section
entitled "Sales Charge  Refund" in Prospectus).  The Surrender Charge  Guideline
factors  are based upon the provisions of Rule 6e-3(T) adopted by the Securities
and Exchange Commission.
<TABLE>
<CAPTION>
                                SURRENDER CHARGE GUIDELINE
                                PER $1,000 OF FACE AMOUNT
                              (INITIAL FACE AMOUNT OR AMOUNT
  INSURED'S AGE AT POLICY         OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                 0           $          5.97  $          4.46
                 1                      6.14             4.58
                 2                      6.39             4.77
                 3                      6.67             4.97
                 4                      6.95             5.18
                 5                      7.26             5.40
                 6                      7.58             5.64
                 7                      7.92             5.89
                 8                      8.28             6.15
                 9                      8.66             6.42
                10                      9.06             6.71
                11                      9.48             7.02
                12                      9.92             7.34
                13                     10.38             7.67
                14                     10.85             8.03
                15                     11.34             8.39
                16                     11.85             8.77
                17                     12.37             9.17
                18                     12.91             9.59
                19                     13.47            10.03
                20                     14.07            10.49
                21                     14.69            10.98
                22                     15.34            11.48
                23                     16.03            12.02
                24                     16.76            12.58
                25                     17.53            13.17
                26                     18.35            13.79
                27                     19.21            14.44
                28                     20.11            15.12
                29                     21.07            15.84
                30                     22.08            16.60
                31                     23.14            17.39
                32                     24.26            18.22
                33                     25.43            19.10
                34                     26.66            20.03
                35                     27.96            21.00
                36                     29.32            22.02
                37                     30.76            23.09

<CAPTION>
                                SURRENDER CHARGE GUIDELINE
                                PER $1,000 OF FACE AMOUNT
                              (INITIAL FACE AMOUNT OR AMOUNT
  INSURED'S AGE AT POLICY         OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                38           $         32.26  $         24.21
                39                     33.84            25.39
                40                     35.49            26.62
                41                     37.23            27.91
                42                     39.06            29.27
                43                     40.97            30.69
                44                     42.98            32.19
                45                     45.09            33.76
                46                     47.30            35.40
                47                     49.62            37.14
                48                     52.07            38.96
                49                     54.64            40.89
                50                     57.34            42.91
                51                     60.18            45.04
                52                     63.16            47.28
                53                     66.29            49.64
                54                     69.58            52.13
                55                     73.03            54.76
                56                     76.66            57.53
                57                     80.47            60.47
                58                     84.48            63.57
                59                     88.70            66.87
                60                     93.15            70.38
                61                     97.82            74.10
                62                    102.75            78.05
                63                    107.93            82.23
                64                    113.38            86.67
                65                    119.11            91.37
                66                    125.14            96.36
                67                    131.50           101.66
                68                    138.21           107.32
                69                    145.30           113.37
                70                    152.79           119.85
                71                    160.71           126.78
                72                    169.07           134.21
                73                    177.88           142.15
                74                    187.17           150.62
                75                    196.97           159.67
</TABLE>

                                      E-1
<PAGE>

   

                                  SIGNATURES
    
   
As required by the Securities Act of 1933 and the Investment Company Act of
1940, Registrant certifies that it meets all of the requirements of
effectiveness of this Amendment to the Registration Statement pursuant to Rule
485(a) under the Securities Act of 1933 and has caused this Amendment to the
Registration Statement to be signed on its behalf, in the City of Minneapolis
and State of Minnesota, on this 22nd day of February, 1996.
    
   
                                       SELECT*LIFE VARIABLE ACCOUNT
                                                (Registrant)
    
   
                                       By NORTHWESTERN NATIONAL LIFE
                                             INSURANCE COMPANY
                                                 (Depositor)
    
   
                                       By   /s/ John G. Turner
                                          -----------------------------------
                                            John G. Turner, Chairman
                                            and Chief Executive Officer
    
   
As required by the Securities Act of 1933 and the Investment Company Act of
1940, Depositor has caused this Amendment to the Registration Statement to be
signed on its behalf, in the City of Minneapolis and State of Minnesota, on
this 22nd day of February, 1996.
    
   
                                       NORTHWESTERN NATIONAL LIFE
                                       INSURANCE COMPANY
                                                (Depositor)
    
   
                                       By   /s/ John G. Turner
                                          -----------------------------------
                                            John G. Turner, Chairman
                                            and Chief Executive Officer
    
   
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed on this 22nd day of February, 1996 by the following
directors and officers of Depositor in the capacities indicated:
    
   
   /s/ John G. Turner
- -------------------------- Chairman and Chief Executive Officer
     John G. Turner
    

   
   /s/ Wayne R. Huneke
- -------------------------- Senior Vice President
     Wayne R. Huneke       and Chief Financial Officer
                           (Principal Accounting Officer)
    
   
R. MICHAEL CONLEY        CRAIG R. RODBY           DONALD L. SWANSON
JOHN H. FLITTIE          DAVID H. ROE             JOHN G. TURNER
WAYNE R. HUNEKE          ROBERT C. SALIPANTE      STEVEN W. WISHART
WILLIAM R. MERRIAM       ROYCE N. SANNER
    
   
*James E. Nelson, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named directors of Northwestern National Life
Insurance Company pursuant to powers of attorney duly executed by such persons.
    

   
                                               /s/ James E. Nelson
                                       -----------------------------------
                                       James E. Nelson, Attorney-In-Fact
    


<PAGE>
   
                                     PART II
    
   
                     CONTENTS OF REGISTRATION STATEMENT
    
   
This Post-Effective Amendment No. 4 to the Registration Statement comprises the
following papers and documents:
    
   
     The facing sheet.
     The general form of Prospectus, consisting of 56 pages.
     Undertakings to file reports.* (Filed in Pre-Effective
          Amendment No. 1 on September 14, 1993)
     Representation pursuant to Paragraph (b)(13)(iii)(F) under
          Rule 6e-3(T).* (Filed in Pre-Effective Amendment No. 1 on
          September 14, 1993)
     The signatures.
    
   
     Written consents of the following persons:
    
   
     1.   James E. Nelson, Esquire - Filed as EX-99.2.
     2.   Actuary Consent - To be filed by Post-Effective Amendment.
     3.   Auditors' Consent - To be filed by Post-Effective Amendment.
    
   
     The following exhibits:
    
   
      1.  The following exhibits correspond to those required by Paragraph A of
          the instructions as to exhibits in Form N-8B-2:
    
   
      A.   (1) Resolutions of Board of Directors of Northwestern National Life
               Insurance Company ("NWNL") establishing the Select*Life Variable
               Account.* (Filed in Pre-Effective Amendment No. 1 on September
               14, 1993)
           (2) Not applicable.
           (3) (a)  General Distributor Agreement between Washington Square
                    Securities, Inc. and NWNL.* (Filed in Original S-6
                    Registration Statement on January 11, 1993)
           (3) (b)  Specimens of Selling Agreements.* (Filed in Post-Effective
                    Amendment No. 2 on February 23, 1995)
           (4) Not applicable.
           (5) (a)  Form of Policy available (together with available Policy
                    riders).* (Filed in Original S-6 Registration Statement on
                    January 11, 1993)
           (5) (b)  Waiver of Specified Premium Rider.* (Filed in Post-Effective
                    Amendment No. 2 on February 23, 1995)
           (5) (c)  Accelerated Benefit Rider.
           (5) (d)  Connecticut Modification Rider.
           (5) (e)  Form of policy available in New Jersey.
           (6) (a)  Amended Articles of Incorporation of NWNL.* (Filed in Pre-
                    Effective Amendment No. 1 on September 14, 1993)
           (6) (b)  Amended By-Laws of NWNL.* (Filed in Pre-Effective Amendment
                    No. 1 on September 14, 1993)
           (7) Not applicable.
           (8) (a)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund and Fidelity Distributors Corporation and
    

<PAGE>

Page 2
   

                    Amendments Nos. 1-6.* (Filed in Post-Effective Amendment
                    No. 3)
           (8) (b)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund II and Fidelity Distributors Corporation and
                    Amendments Nos. 1-6.* (Filed in Post-Effective Amendment No.
                    3)
           (8) (c)  Participation Agreement with Putnam Capital Manager Trust
                    and Putnam Mutual Funds Corp., and Amendment No. 1. (Filed
                    in Post-Effective Amendment No. 3)
           (9) Not applicable.
          (10) Policy Application Form.* (Filed in Original S-6 Registration
               Statement on January 11, 1993)
    
   
      2.  Opinion and consent of James E. Nelson, Esquire, as to the legality of
          the Securities being registered. (See EX-99.2.)
    
   
      3.  Not applicable.
    
   
      4.  Not applicable.
    

   
     EX-99.C1.   Auditors' Consent. (To be filed by Post-Effective Amendment.)
    

   
     EX-99.C2.   Not Applicable.
    

   
     EX-99.C3.   Not Applicable.
    

   
     EX-99.C4.   See EX-99.2.
    

   
     EX-99.C5.   Not Applicable.
    

   
     EX-99.C6.   Actuarial Opinion and Consent. (To be filed by Post-
                 Effective Amendment.)
    

   
     EX-99.D1.   Memorandum describing Northwestern National's issuance,
                 transfer, and redemption procedures for the Policies and
                 Northwestern National's procedure for conversion to a fixed
                 benefit policy.
    

   
     EX-24.      Powers of Attorney.
    

   
     EX-27.      Financial Data Schedule. (To be filed by Post-Effective
                 Amendment).
    
   
      *   Previously filed.
    


<PAGE>
                                                                   EX-99.A5(c)

<TABLE>

<S>                 <C>                                                 <C>
                    ACCELERATED BENEFIT RIDER

                    This rider is a part of the base policy whose
                    number is shown below. If not shown below,
                    the Rider Data is shown on the Policy Data
                    Page.
- ---------------------------------------------------------------------------------------------------------------------
RIDER DATA          BASE POLICY NUMBER
                    RIDER ISSUE DATE
                    RIDER EFFECTIVE DATE
- ---------------------------------------------------------------------------------------------------------------------
                    THIS IS A LIFE INSURANCE RIDER WHICH                RIDER. BENEFIT PAYMENTS MAY AFFECT
                    PAYS ACCELERATED DEATH BENEFITS AT                  YOUR ELIGIBILITY TO RECEIVE MEDICAID
                    YOUR OPTION UNDER CONDITIONS SPECI-                 AND OTHER GOVERNMENT BENEFITS OR
                    FIED IN THIS RIDER. THIS RIDER IS NOT               ENTITLEMENTS.
                    INTENDED TO PROVIDE HEALTH, NURSING
                    HOME, OR LONG-TERM CARE INSURANCE.                  BENEFITS PAID UNDER THIS RIDER MAY BE
                    CASH VALUES, LOAN VALUES, IF ANY,                   TAXABLE. YOU SHOULD CONSULT YOUR
                    AND DEATH BENEFITS WILL BE REDUCED                  PERSONAL TAX ADVISOR TO ASSESS THE
                    IF YOU RECEIVE BENEFITS UNDER THIS                  IMPACT OF THIS BENEFIT.
- ---------------------------------------------------------------------------------------------------------------------
DEFINITIONS         THE INSURED                                         The person insured under the base policy.
                    -------------------------------------------------------------------------------------------------
                    YOU, YOUR                                           The current owner of the base policy.
                    -------------------------------------------------------------------------------------------------
                    WE, US, OUR                                         Northwestern National Life Insurance Com-
                                                                        pany at its Home Office in Minneapolis,
                                                                        Minnesota.
                    -------------------------------------------------------------------------------------------------
                    WRITTEN, IN WRITING                                 A written request or notice, signed and dated,
                                                                        and received at our Home Office. The form
                                                                        and content of the request or notice must be
                                                                        acceptable to us. You may get forms for this
                                                                        purpose from us or from an NWNL agent.
                    -------------------------------------------------------------------------------------------------
                    POLICY                                              The base policy to which this rider is at-
                                                                        tached, including riders attached at time of
                                                                        issue and those agreed upon later.
                    -------------------------------------------------------------------------------------------------
                    ACCELERATED BENEFIT                                 The amount we will pay to you as described
                                                                        in this rider.
                    -------------------------------------------------------------------------------------------------
                    BENEFIT DATE                                        The date on which we approve your written
                                                                        request for an Accelerated Benefit.
                    -------------------------------------------------------------------------------------------------
                    ELIGIBLE DEATH BENEFIT                              The death benefit payable under the policy
                                                                        and any riders by reason of death of the In-
                                                                        sured, not reduced by policy loans, excluding
                                                                        accidental death benefit riders, decreasing
                                                                        term riders, and any death benefit that is
                                                                        within five years of its expiry date on the
                                                                        Benefit Date.
- ---------------------------------------------------------------------------------------------------------------------
LOGO                NORTHWESTERN NATIONAL LIFE INSURANCE                Executed at our
                    COMPANY                                             Home Office
                                                                        ---------------------------------------------
                    Box 20                                              John H. Flittie                President
                    Minneapolis                                         ---------------------------------------------
                    Minnesota 55440                                     /s/ John H. Flittie
                                                                        ---------------------------------------------
                                                                        Royce N. Sanner                Secretary
                                                                        ---------------------------------------------
                                                                        /s/ Royce N. Sanner
- ------------------                                                      ---------------------------------------------
     85-151                                                                                                 1  (9-95)
- ------------------                                                                           ------------------------
</TABLE>


<PAGE>

<TABLE>

<S>                 <C>                                                 <C>
- ---------------------------------------------------------------------------------------------------------------------
DEFINITIONS         PHYSICIAN                                           A doctor of medicine or osteopathy legally
(continued)                                                             authorized to practice medicine and surgery
                                                                        by the state in which he or she performs such
                                                                        function or action. This person may not be
                                                                        you, the Insured, a beneficiary, or be related
                                                                        to you, the Insured or a beneficiary under the
                                                                        policy.
                    ---------------------------------------------------------------------------------------------------
                    TERMINAL ILLNESS                                    A non-correctable illness or physical condition
                                                                        that, with a reasonable degree of medical
                                                                        certainty, will result in the death of the In-
                                                                        sured in less than 12 months from the date
                                                                        of a written statement, in a form acceptable
                                                                        to us, by a Physician.
- -----------------------------------------------------------------------------------------------------------------------
BENEFITS            We will pay the Accelerated Benefit in a lump       1.
                    sum when we receive, during the lifetime of         The maximum Accelerated Benefit is 50% of
                    the Insured, written proof that the Insured has     the Eligible Death Benefit.
                    been diagnosed as having a Terminal Illness,
                    subject to the conditions and limitations de-       2.
                    scribed in this rider.                              The sum of the Accelerated Benefit under all
                                                                        policies and riders issued by us on the life of
                    You may choose the amount of Accelerated            the Insured may not exceed $250,000.
                    Benefit, subject to the following:
                                                                        3.
                                                                        The minimum Accelerated Benefit is
                                                                        $10,000.
- ---------------------------------------------------------------------------------------------------------------------
CONDITIONS          We will not pay the Accelerated Benefit until       to any death benefit required to pay off the
                    we receive proof of the Insured's Terminal Ill-     lien at the time of death. At our discretion,
                    ness and the following conditions have been         we may require written consent from a
                    met:                                                spouse, the Insured, other beneficiaries, or
                                                                        any other person whom we believe has a po-
                    1.                                                  tential interest in the proceeds of the policy;
                    We have received your written request for an        and
                    Accelerated Benefit in a form acceptable to
                    us;                                                 3.
                                                                        We have received an assignment form mak-
                    2.                                                  ing us assignee of the policy for the amount
                    We have received written consent from all           of the lien.
                    irrevocable beneficiaries waiving their rights.
- ---------------------------------------------------------------------------------------------------------------------
LIMITATIONS         We will not pay the Accelerated Benefit:             4.
                                                                        If the policy is in force as either Extended
                    1.                                                  Term Insurance or Reduced Paid-Up Insur-
                    If either you or the Insured is required by a       ance;
                    government agency to use the Accelerated
                    Benefit in order to apply for, obtain, or other-    5.
                    wise keep a government benefit or                   If the policy is legally or equitably assigned,
                    entitlement;                                        except to us as security for the lien;

                    2.                                                  6.
                    If either you or the Insured is required by law     If any part of the death benefit under the
                    to use the Accelerated Benefit to meet the          policy is contestable;
                    claims of creditors, whether in bankruptcy or
                    otherwise;                                          7.
                                                                        If the policy is not in force or the death ben-
                    3.                                                  efit under the policy is not payable for any
                    If the Terminal Illness results from inten-         reason;
                    tionally self-inflicted injuries;
- ---------------------------------------------------------------------------------------------------------------------

- ------------------                                                                           ------------------------
     5155                                                                                                 2
- ------------------                                                                           ------------------------

</TABLE>

<PAGE>

<TABLE>

<S>                 <C>                                                 <C>
- ---------------------------------------------------------------------------------------------------------------------
LIMITATIONS         8.                                                  9.
(continued)         If the amount of the Accelerated Benefit, plus      If there has already been an Accelerated Ben-
                    the amount of all Accelerated Benefits on the       efit paid on this policy through this Acceler-
                    Insured from all policies issued by us, ex-         ated Benefit Rider.
                    ceeds $250,000; or
- ---------------------------------------------------------------------------------------------------------------------
EFFECT ON YOUR      The Accelerated Benefit will first be used to       est due. The remainder of the Accelerated
POLICY              repay any outstanding policy loans and inter-       Benefit will be paid to you.
                    -------------------------------------------------------------------------------------------------
                    BENEFITS PAID CREATE LIEN

                    The Accelerated Benefit plus accrued interest       ited to the excess of the cash value of the
                    from the date of payment will be a lien             policy over the amount of the lien;
                    against the policy and any riders that are part
                    of the Eligible Death Benefit. The initial          3.
                    amount of the lien will be the amount of the        You may not make any changes to the policy
                    Accelerated Benefit, plus any premiums or           which would reduce the proceeds payable at
                    payments due under the policy on the Benefit        death without written permission from us.
                    Date, plus an administrative charge not to          We reserve the right to require you to repay
                    exceed $300.                                        all or part of the lien before you make any
                                                                        changes to your policy; and
                    When there is a lien against your policy:
                                                                        4.
                    1.                                                  Any premiums or other payments required
                    The amount payable at the death of the In-          under the terms of the policy will continue to
                    sured under the policy will be reduced by the       be due and payable. Any premiums or other
                    amount of the lien;                                 payments required to keep the policy in force
                                                                        which are not paid by you will be paid by us,
                    2.                                                  and the amount of any such payments will be
                    Your access to the cash value of the policy         added to the amount of the lien. Interest will
                    through surrender, withdrawal, loan, or appli-      accrue on amounts added to the lien.
                    cation of nonforfeiture provisions will be lim-
                    ---------------------------------------------------------------------------------------------------
                    INTEREST RATE ON LIEN

                    Interest on the lien will accrue daily, and be      The interest rate accrued on the portion of the
                    added to the amount of the lien. The maxi-          lien which is equal to the cash value of the
                    mum interest rate used will not be more than        policy on the Benefit Date will never be more
                    the greater of the following:                       than the policy loan interest rate, if any,
                                                                        stated in the policy.

                    1.
                    The current yield on 90 day treasury bills; or      You may repay all or any portion of the lien
                                                                        during the lifetime of the Insured.
                    2.
                    The current maximum statutory adjustable            The lien, including interest on the lien, and
                    policy loan interest rate.                          any additions to the lien, will be repaid out
                                                                        of the proceeds of the policy.
- ---------------------------------------------------------------------------------------------------------------------
WRITTEN PROOF OF    Proof of Terminal Illness includes a written        You must obtain proof of the Insured's Ter-
TERMINAL ILLNESS    statement, in a form acceptable to us, from a       minal Illness at your own expense.
                    Physician. The written statement must state
                    that the Insured has a non-correctable illness      We reserve the right to get a second opinion,
                    or physical condition that, with a reasonable       at our expense, from a Physician we choose.
                    degree of medical certainty, will result in the     We may rely on the statement of the Physician
                    death of the Insured in less than 12 months         of our choice. The opinion of the Physician
                    from the date of the Physician's statement.         we choose will control in the event of
                    The written statement must give the Physi-          conflicting opinions.
                    cian's diagnoses of the non-correctable illness
                    or physical condition.
- ---------------------------------------------------------------------------------------------------------------------

- ------------------                                                                           ------------------------
    85-149                                                                                                 3
- ------------------                                                                           ------------------------

</TABLE>

<PAGE>

<TABLE>

<S>                 <C>                                                 <C>
- ---------------------------------------------------------------------------------------------------------------------
TERMINATION         This rider ends:                                    4.
                                                                        When you ask us in writing to end this rider
                    1.                                                  and you repay any lien under this rider. In
                    When the Paid-Up Option of the policy is ex-        this case, we may ask that you return the
                    ercised;                                            policy and this rider so that we can endorse
                                                                        them. This rider will end on the first Monthly
                    2.                                                  Anniversary Date after we receive your writ-
                    When the policy is surrendered or ends;             ten request to end this rider.

                    3.
                    When the policy reaches its maturity date; or
- ---------------------------------------------------------------------------------------------------------------------
REINSTATEMENT       If the policy lapses, you can reinstate this        1.
                    rider if:                                           Give us proof of insurability for the Insured;
                                                                        and
                    1.
                    This rider was in effect when the policy            2.
                    lapsed; and                                         Pay a premium large enough to keep the pol-
                                                                        icy in force for at least 6 months.
                    2.
                    You reinstate the policy.                           The policy may be reinstated without this
                                                                        rider.
                    To reinstate this rider you must do both of
                    the following:
- ---------------------------------------------------------------------------------------------------------------------
AMENDMENTS          We may amend this rider so that it is in            your approval of these changes and obtain
                    compliance with all applicable laws, rules,         approval from any appropriate regulatory au-
                    regulations, interpretations, holdings and or-      thority.
                    ders. When required by law, we will obtain
- ---------------------------------------------------------------------------------------------------------------------
NONPARTICIPATING    This rider does not entitle you to participate
                    in our surplus.
- ---------------------------------------------------------------------------------------------------------------------
GENERAL PROVISIONS  All policy provisions apply to this rider, unless   increase any cash, loan, paid-up insurance, or
                    changed by this rider. The Incontestability         extended term insurance values of the base
                    Provision of the policy applies to this rider       policy.
                    from the Rider Issue Date. This rider does not
- ---------------------------------------------------------------------------------------------------------------------

- ------------------                                                                           ------------------------
     5156                                                                                                 4
- ------------------                                                                           ------------------------

</TABLE>

<PAGE>

<TABLE>

<S>                 <C>                                                 <C>
                    MODIFICATION RIDER

                    This endorsement is a part of the base policy
                    whose number is shown below. If not shown
                    below, the Rider Data is shown on the Policy
                    Data Page.
- ---------------------------------------------------------------------------------------------------------------------
RIDER DATA          BASE POLICY NUMBER
- ---------------------------------------------------------------------------------------------------------------------
                    The Conversion Right section of the General         tions of the base policy are unchanged. This
                    Provisions of this policy is changed to read        rider is attached to and forms a part of the
                    as shown below. All other terms and condi-          base policy at its issue date.
- ---------------------------------------------------------------------------------------------------------------------
CONVERSION RIGHT    During the first two policy years, you may          increase, a net amount at risk which equals
                    "convert" this policy to any fixed benefit          the Face Amount increase on the effective
                    whole life insurance policy issued by us in the     date of the conversion less the Accumulation
                    state of Connecticut. Also, during the first        Value on that date which is considered to be
                    24 months following the effective date of a         part of the Face Amount increase.
                    Face Amount increase, you may "convert" the
                    Face Amount increase of this policy to any          The conversion will be made upon the fol-
                    fixed benefit whole life insurance policy is-       lowing:
                    sued by us in the state of Connecticut. The
                    new policy will be issued for the insured           1.
                    without proof of insurability. The premium          We must receive a written conversion re-
                    class for the new policy will be the same as        quest.
                    the premium class for this policy. If the entire
                    policy is being converted, the date of the new      2.
                    policy will be the Policy Date of this policy.      If this entire policy is being converted, this
                    If a Face Amount increase is being converted,       policy must be surrendered to us.
                    the date of the new policy will be the effec-
                    tive date of the Face Amount increase.              3.
                                                                        The conversion must be made while this pol-
                    The death benefit of the new policy will be,        icy is in force.
                    at your option, either:
                                                                        4.
                    1.                                                  If this entire policy is being converted, you
                    A death benefit which is equal to the Death         must repay any outstanding Loan Amount.
                    Benefit of this policy on the effective date of
                    the conversion, or in the case of a Face            5.
                    Amount increase, a death benefit equal to the       If this entire policy is being converted, the
                    increase in Face Amount; or                         effective date of the conversion will be the
                                                                        date on which we receive both your written
                    2.                                                  conversion request and this policy. If you are
                    A net amount at risk which equals the Death         converting a Face Amount increase, the ef-
                    Benefit of this policy on the effective date of     fective date of the conversion will be the date
                    the conversion, less the Accumulation Value         on which we receive your written conversion
                    on that date, or in the case of a Face Amount       request.
- ---------------------------------------------------------------------------------------------------------------------
LOGO                NORTHWESTERN NATIONAL LIFE INSURANCE                Executed at our
                    COMPANY                                             Home Office
                                                                        ---------------------------------------------
                    Box 20                                              John H. Flittie                President
                    Minneapolis                                         ---------------------------------------------
                    Minnesota 55440                                     /s/ John H. Flittie
                                                                        ---------------------------------------------
                                                                        Royce N. Sanner                Secretary
                                                                        ---------------------------------------------
                                                                        /s/ Royce N. Sanner
- ------------------                                                      ---------------------------------------------
     85-183                                                                                               1
- ------------------                                                                           ------------------------
</TABLE>

<PAGE>

<TABLE>

<S>                 <C>                                                 <C>
- ---------------------------------------------------------------------------------------------------------------------
                    FLEXIBLE PREMIUM
                    VARIABLE LIFE
                    INSURANCE POLICY
                    -------------------------------------------------   ---------------------------------------------
                    Variable and/or Fixed                               Death Benefit Guarantee
                     Accumulation Values                                ---------------------------------------------
                    -------------------------------------------------   Death Benefit Options
                    Flexible Premiums Payable to the                    ---------------------------------------------
                     Insured's Age 95                                   Nonparticipating
                    -------------------------------------------------   ---------------------------------------------
                    Adjustable Face Amount
                    -------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
NOTICE              Right to Return Policy                              2
                                                                        Midnight of the 20th day after a written
                    Please read this policy carefully. If for any       Notice of Right of Withdrawal is mailed or
                    reason you do not want it, you may return it to     delivered to you; or
                    us or your agent and ask us to cancel this
                    policy. You must return it by the latest of:        3
                                                                        Midnight of the 45th day after the date of
                    1                                                   the application.
                    Midnight of the 20th day after you receive it;
                                                                        We will then consider this policy void
                                                                        from the start and refund to you all
                                                                        premiums paid.
- ---------------------------------------------------------------------------------------------------------------------
                    We will pay the proceeds according to the           THE PERIOD OF TIME THIS INSURANCE STAYS IN
                    Death Benefits portion of the Summary of            FORCE WILL VARY DEPENDING ON THE
                    Benefits on page 3, if we receive written           INVESTMENT PERFORMANCE OF THE VARIABLE
                    proof that the insured died while this              ACCOUNT, INTEREST CREDITED TO THE FIXED
                    policy was in force. This policy also               ACCOUNT, THE AMOUNT OF PREMIUMS YOU PAY,
                    provides other benefits and rights. We              ANY PARTIAL WITHDRAWALS, LOANS, AND
                    issue this policy in consideration of the           CHARGES MADE AGAINST THIS POLICY. IF YOU
                    application and payment of the initial              PAY PREMIUMS SUFFICIENT TO MAINTAIN THE
                    premium.                                            DEATH BENEFIT GUARANTEE, WE GUARANTEE THIS
                                                                        POLICY WILL STAY IN FORCE DURING THE DEATH
                    THE AMOUNT OF THE PROCEEDS PAYABLE AT THE           BENEFIT GUARANTEE PERIOD SHOWN ON THE
                    INSURED'S DEATH WILL BE AT LEAST EQUAL TO           POLICY DATA PAGE.
                    THE FACE AMOUNT OF THE POLICY AS LONG AS
                    THIS POLICY IS IN FORCE AND THERE IS NO             THE VARIABLE ACCUMULATION VALUE WILL
                    LOAN AMOUNT OR UNPAID MONTHLY DEDUCTIONS.           INCREASE OR DECREASE REFLECTING THE
                                                                        INVESTMENT PERFORMANCE OF THE VARIABLE
                                                                        ACCOUNT.
- ---------------------------------------------------------------------------------------------------------------------
LOGO                NORTHWESTERN NATIONAL LIFE INSURANCE                Executed at our Home Office
                    COMPANY                                             ---------------------------------------------
                                                                        John H. Flittie                President
                    Box 20                                              ---------------------------------------------
                    Minneapolis                                         /s/ John H. Flittie
                    Minnesota 55440                                     ---------------------------------------------
                                                                        Royce N. Sanner                Secretary
                                                                        ---------------------------------------------
                                                                        /s/ Royce N. Sanner
- ------------------                                                      ---------------------------------------------
Page 1     85-174
- ------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------
INDEX                                                                                  PAGE
          <S>                                                                          <C>
          Accumulation Value . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10
          Age and Sex. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
          Allocation of Premiums . . . . . . . . . . . . . . . . . . . . . . . . . .     8
          Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    29
          Annual Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
          Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
          Cash Surrender Value . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
          Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
          Changes in Face Amount . . . . . . . . . . . . . . . . . . . . . . . . . .     6
          Changes in Death Benefit Option. . . . . . . . . . . . . . . . . . . . . .     7
          Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    29
          Control of Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
          Conversion Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
          Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
          Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
          Death Benefit Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . .     9
          Fixed Accumulation Value . . . . . . . . . . . . . . . . . . . . . . . . .    10
          General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
          Grace Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
          Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
          Insured. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     A
          Monthly Deduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
          Net Premium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
          Nonforfeiture Provisions . . . . . . . . . . . . . . . . . . . . . . . . .    14
          Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
          Partial Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
          Payment of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
          Policy Data Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     A
          Policy Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
          Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
          Right to Return Policy . . . . . . . . . . . . . . . . . . . . . . . . . .     1
          Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
          Settlement Options . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
          Suicide. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
          Summary of Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
          Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
          Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
          Variable Accumulation Value. . . . . . . . . . . . . . . . . . . . . . . .    11
          Voting of Mutual Fund Shares . . . . . . . . . . . . . . . . . . . . . . .    25

          Additional benefits and restrictions, if any, are listed on the Policy Data Page.
- -------------------------------------------------------------------------------------------

</TABLE>




- ---------------
PAGE 2     5171
- ---------------

<PAGE>



POLICY DATA PAGE                                                   DATE PRINTED
POLICY NUMBER: S7-500-977                                          July 26, 1994
- --------------------------------------------------------------------------------
POLICY INFORMATION  OWNER                                   Steve Sltwo


                    INSURED                                 Steve Sltwo
                    SEX, ISSUE AGE                          Male      41
                    POLICY DATE                             January 17, 1994
                    ISSUE DATE                              January 17, 1994
                    EFFECTIVE DATE                          January 17, 1994
                    ------------------------------------------------------------
                    FACE AMOUNT
                         Initial                                 $75,000
                         Current                                 $75,000
                         Minimum                                 $25,000

                    ------------------------------------------------------------
                    DEATH BENEFIT OPTION     Level Amount Option
                                   CORRIDOR PERCENTAGE TABLE
                      Attained    Percentage of   Attained     Percentage of
                         Age   Accumulation Value    Age    Accumulation Value
                        0-40            250          60              130
                         45             215          65              120
                         50             185          70              115
                         55             150         75-90            105
                                                     95              100
- --------------------------------------------------------------------------------
PREMIUMS            INITIAL PREMIUM                              $1,428.16
                    PLANNED PREMIUM
                         Amount                                  $80.00
                         Frequency                               Monthly
                    PREMIUM CLASS                                Nonsmoker
                         Rating Factor                           100 %
                    DEATH BENEFIT GUARANTEE PERIOD               24 Years
                    MINIMUM MONTHLY PREMIUM                      $105.01
                    ------------------------------------------------------------
                    INITIAL PREMIUM ALLOCATION

                    NWNL SELECT*LIFE VARIABLE ACCOUNT
                         Fidelity Money Market Portfolio              10%
                         Fidelity High Income Portfolio               20%
                         Fidelity Equity-Income Portfolio             10%
                         Fidelity Overseas Portfolio                  20%
                         Fidelity Growth Portfolio                    10%
                         Fidelity Asset Manager Portfolio             10%
                         Fidelity Investment Grade Bond Port          10%
                         Fidelity Index 500 Portfolio                 10%
                         Putnam Growth and Income Fund
                         Putnam Voyager Fund
                         Putnam Utilities Growth and Income
                         Putnam Diversified Income Fund

- --------------------------------------------------------------------------------
FORM NUMBERS


82-000


<PAGE>

POLICY DATA PAGE                                                   DATE PRINTED
POLICY NUMBER: S7-500-977                                          July 26, 1994
- --------------------------------------------------------------------------------
FIXED ACCOUNT       Minimum Annual Interest Rate        4.00%
INTEREST RATES      Loan Interest Rate                  7.40% payable in advance

                    Preferred Loan Interest Rate        5.21% payable in advance
- --------------------------------------------------------------------------------
                    PREMIUM EXPENSE CHARGE
                      Maximum Sales Charge              2.50%
                      Maximum Premium Tax Charge        2.50%
                      Maximum Premium Processing Charge $2.00

                    MONTHLY EXPENSE CHARGE
                      Maximum Monthly Administrative
                         Charge                         $12.00
                      Death Benefit Guarantee Charge    None
                      Monthly Policy Charge             None
                      Monthly Amount Charge             None
                         Expense Risk Charge
                              Policy Years 1-10         .90%
                              Policy Years 11 and later .90%
                    ------------------------------------------------------------
                    TABLE OF SURRENDER CHARGES
                    CONTINGENT DEFERRED ADMINISTRATIVE CHARGES
                    0    $375.00
                    1    $375.00         6   $337.50        11   $150.00
                    2    $375.00         7   $300.00        12   $112.50
                    3    $375.00         8   $262.50        13    $75.00
                    4    $375.00         9   $225.00        14    $37.50
                    5    $375.00        10   $187.50        15     $0.00

                    CONTINGENT DEFERRED SALES CHARGES
                    0    $1,470.00
                    1    $1,470.00       6   $1,323.00      11   $588.00
                    2    $1,470.00       7   $1,176.00      12   $441.00
                    3    $1,470.00       8   $1,029.00      13   $294.00
                    4    $1,470.00       9     $882.00      14   $147.00
                    5    $1,470.00      10     $735.00      15     $0.00

                    Surrender Charges grade uniformly by policy month between
                    the consecutive years shown above.

                    SURRENDER CHARGE GUIDELINE                 $2,792.25
                    (for the Sales Charge Refund)
- --------------------------------------------------------------------------------



82-000

<PAGE>

POLICY DATA PAGE                                                   DATE PRINTED
POLICY NUMBER: S7-500-977                                          July 26, 1994
- --------------------------------------------------------------------------------
NONFORFEITURE ITEMS      1980 Commission's Standard Ordinary Mortality Table
                              for Nonsmokers, Age Last Birthday
                         Nonforfeiture Interest Rate      4.00%
                         Percent of Partial Withdrawal    20% per policy year in
                                                              policy years 2-15
                                                          100% thereafter


- --------------------------------------------------------------------------------
IMPORTANT NOTICE         The Cash Surrender Value will be used to purchase paid-
                         up life at the insured's age 95. It is possible that
                         coverage will expire prior to that date where either no
                         premiums are paid following payment of the initial
                         premium, or subsequent premiums are insufficient to
                         continue coverage to such date.



82-000

<PAGE>

POLICY DATA PAGE                                                   DATE PRINTED
Policy Number: S7-500-977                                          July 26, 1994
- --------------------------------------------------------------------------------

ADDITIONAL BENEFITS    The cost of the Rider Benefits is included in the Monthly
                       Deduction for the Basic Benefits of the Policy.
                       ---------------------------------------------------------
                       ACCIDENTAL DEATH BENEFIT RIDER
                       Premium Class                        Standard
                       Rating Factor                        100%
                       Current ADB amount                   $5,000
                       Initial ADB amount                   $5,000
                       Cost of Rider's Benefits             See Table of ADB
                                                             Rates/ $1,000.
                       Rider Effective Date                 January 17, 1994
                       Rider Issue Date                     January 17, 1994
                       Rider Expiry Date                    January 17, 2023
                       ---------------------------------------------------------
                       WAIVER OF MONTHLY DEDUCTION RIDER
                       Premium Class                        Standard
                       Rating Factor                        100%
                       Cost of Rider's Benefits             See Table of Waiver
                                                             Rates.
                       Rider Effective Date                 January 17, 1994
                       Rider Issue Date                     January 17, 1994
                       Rider Expiry Date                    January 17, 2018
                       ---------------------------------------------------------
                       INSURED'S COST OF LIVING INCREASE RIDER
                       Rider Issue Date                     January 17, 1994
                       Insured's CPI Increase Base          $75,000
                       Premium Class                        Standard
                       Maximum Increase
                         Amount for the Insured             $15,000
                       ---------------------------------------------------------
                       ADDITIONAL INSURED RIDER
                       Additional Insured                   Steve Sltwo
                       Issue Age and Sex                    41    Male
                       Premium Class                        Nonsmoker
                       Rating Factor                        100%
                       AIR Face Amount                      $50,000
                       Monthly Guaranteed Cost
                         of Insurance Rate Per $1000
                         for Policy years 1-10              $0.2485
                       Rider Effective Date                 January 17, 1994
                       Rider Issue Date                     January 17, 1994
                       Rider Expiry Date                    January 17, 2004
                       ---------------------------------------------------------
                       ADDITIONAL INSURED RIDER
                       Additional Insured                   Sally Sltwo
                       Issue Age and Sex                    37    Female
                       Premium Class                        Nonsmoker
                       Rating Factor                        100%
                       AIR Face Amount                      $25,000
                       Monthly Guaranteed Cost
                         of Insurance Rate Per $1000
                         for Policy years 1-10              $0.1805
                       Rider Effective Date                 January 17, 1994
                       Rider Issue Date                     January 17, 1994
                       Rider Expiry Date                    January 17, 2004

82-000
<PAGE>

POLICY DATA PAGE                                                   DATE PRINTED
Policy Number: S7-500-977                                          July 26, 1994
- --------------------------------------------------------------------------------

ADDITIONAL BENEFITS    The cost of the Rider Benefits is included in the Monthly
                       Deduction for the Basic Benefits of the Policy.
                       ---------------------------------------------------------
                       CHILDREN'S INSURANCE RIDER
                       CIR Face Amount                      $5,000   per child
                       Cost of Rider's Benefits             $7.44    per $1,000
                                                                      of Face
                                                                      Amount
                       Rider Effective Date                 January 17, 1994
                       Rider Issue Date                     January 17, 1994
                       Rider Expiry Date                    January 17, 2019


82-000
<PAGE>

POLICY DATA PAGE                                                   DATE PRINTED
Policy Number: S7-500-977                                          July 26, 1994
- --------------------------------------------------------------------------------

                              TABLE OF MONTHLY ADB
                                RATES PER $1,000*

                MONTHLY        MONTHLY                    MONTHLY       MONTHLY
 ATTAINED        MALE          FEMALE       ATTAINED       MALE         FEMALE
    AGE        ADB RATES      ADB RATES        AGE       ADB RATES     ADB RATES

     5            .07            .07           40           .07           .07
     6            .07            .07           41           .07           .07
     7            .08            .08           42           .07           .07
     8            .08            .08           43           .07           .07
     9            .08            .08           44           .07           .07
    10            .08            .08           45           .07           .07
    11            .08            .08           46           .07           .07
    12            .09            .09           47           .08           .08
    13            .09            .09           48           .08           .08
    14            .09            .09           49           .08           .08
    15            .10            .10           50           .08           .08
    16            .10            .10           51           .08           .08
    17            .10            .10           52           .09           .09
    18            .10            .10           53           .09           .09
    19            .10            .10           54           .09           .09
    20            .10            .10           55           .09           .09
    21            .09            .09           56           .10           .10
    22            .09            .09           57           .10           .10
    23            .08            .08           58           .10           .10
    24            .08            .08           59           .11           .11
    25            .08            .08           60           .11           .11
    26            .07            .07           61           .12           .12
    27            .07            .07           62           .12           .12
    28            .07            .07           63           .13           .13
    29            .07            .07           64           .13           .13
    30            .07            .07           65           .14           .14
    31            .07            .07           66           .14           .14
    32            .07            .07           67           .15           .15
    33            .07            .07           68           .16           .16
    34            .07            .07           69           .17           .17
    35            .07            .07
    36            .07            .07
    37            .07            .07
    38            .07            .07
    39            .07            .07

*    For Accidental Death Benefit riders in a rated premium class, the monthly
     deduction rates are calculated by multiplying the above monthly rates by
     the premium class rating factor shown on the policy data page.
<PAGE>

POLICY DATA PAGE                                                   DATE PRINTED
Policy Number: B9-999-999                                          April 1, 1994
- --------------------------------------------------------------------------------

OPTIONAL BENEFITS      WAIVER OF SPECIFIED PREMIUM RIDER (WSP)
                       Rider Effective Date                 April 1, 1994
                       Rider Issue Date                     April 1, 1994
                       Rider Expiry Date                    April 1, 2024
                       Premium Class                        Male Non-smoker
                       Monthly Specified Premium            $100
                       Maximum WSP Age                      70
                       WSP Rate                             See Table of WSP
                                                             Rates
                       Rating Factor                        100%



82-000                                                                  Page A

<PAGE>

<TABLE>
<CAPTION>


POLICY DATA PAGE                                                   DATE PRINTED
POLICY NUMBER: S7-500-977                                          July 26, 1994
- --------------------------------------------------------------------------------
                             TABLE OF MONTHLY WAIVER
                       RATES PER $1 OF MONTHLY DEDUCTION*

               MONTHLY        MONTHLY                  MONTHLY        MONTHLY
  ATTAINED       MALE          FEMALE     ATTAINED       MALE          FEMALE
     AGE     WAIVER RATES   WAIVER RATES     AGE     WAIVER RATES   WAIVER RATES
  <S>        <C>            <C>           <C>        <C>            <C>
      0        .03655         .05838         33        .04303         .06980
      1        .03655         .05838         34        .04588         .07287
      2        .04022         .06506         35        .04809         .07590
      3        .04186         .06835         36        .04945         .08247
      4        .04364         .07105         37        .05331         .09176
      5        .04528         .07397         38        .05644         .09962
      6        .04675         .07714         39        .05870         .10549
      7        .04832         .07941         40        .06297         .11289
      8        .04931         .08060         41        .06393         .11881
      9        .04965         .08120         42        .06658         .12019
     10        .04931         .08060         43        .06627         .12332
     11        .04832         .07941         44        .06954         .13033
     12        .04645         .07770         45        .07561         .14235
     13        .04417         .07552         46        .08368         .15606
     14        .04211         .07297         47        .09174         .17285
     15        .04000         .06968         48        .10081         .19180
     16        .03789         .06626         49        .11048         .21176
     17        .03618         .06316         50        .12290         .23568
     18        .03495         .06000         51        .13591         .26153
     19        .03396         .05684         52        .14930         .28698
     20        .03130         .04758         53        .16337         .31407
     21        .03117         .04737         54        .17663         .34150
     22        .03117         .05109         55        .19059         .36904
     23        .03103         .05087         56        .20407         .39635
     24        .03461         .05455         57        .21797         .42337
     25        .03447         .05455         58        .23145         .44959
     26        .03418         .05819         59        .24430         .47541
     27        .03781         .05769         60        .16196         .23785
     28        .03750         .06128         61        .12429         .18302
     29        .04074         .06076         62        .09231         .13483
     30        .04041         .06429         63        .06426         .09390
     31        .04008         .06750         64        .04010         .05900
     32        .04337         .06667

</TABLE>

* For Waiver of Monthly Deduction riders in a rated premium class, the monthly
deduction rates are calculated by multiplying the above monthly rate by the
premium class rating factor shown on the policy data page.
<PAGE>

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
POLICY DATA PAGE    TABLE OF MONTHLY GUARANTEED COST
                    OF INSURANCE RATES PER $1,000
                    MALE - NONSMOKER
                    ---------------------------------------------------------------------------------------------
                    ATTAINED                 ATTAINED                 ATTAINED
                      AGE            RATE      AGE             RATE     AGE              RATE
                    ---------------------    ----------------------   -----------------------
                    <S>            <C>       <C>            <C>       <C>            <C>
                    20             .14013    45              .28804   70              3.09817
                    21             .13846    46              .31147   71              3.44161
                    22             .13596    47              .33657   72              3.83999
                    23             .13262    48              .36420   73              4.29329
                    24             .12928    49              .39435   74              4.79447
                    ---------------------    ----------------------   -----------------------

                    25             .12511    50              .42870   75              5.33374
                    26             .12260    51              .46809   76              5.90739
                    27             .12093    52              .51338   77              6.51160
                    28             .12010    53              .56541   78              7.15074
                    29             .12010    54              .62336   79              7.84590
                    ---------------------    ----------------------   -----------------------

                    30             .12093    55              .68807   80              8.62093
                    31             .12344    56              .75873   81              9.49889
                    32             .12678    57              .83367   82             10.50136
                    33             .13178    58              .91712   83             11.62822
                    34             .13763    59             1.01078   84             12.86210
                    ---------------------    ----------------------   -----------------------

                    35             .14431    60             1.11555   85             14.17886
                    36             .15182    61             1.23232   86             15.56507
                    37             .16184    62             1.36708   87             17.00226
                    38             .17270    63             1.51991   88             18.48644
                    39             .18439    64             1.69009   89             20.04132
                    ---------------------    ----------------------   -----------------------

                    40             .19859    65             1.87687   90             21.69371
                    41             .21363    66             2.07951   91             23.48857
                    42             .22951    67             2.29213   92             25.50430
                    43             .24707    68             2.53461   93             27.96193
                    44             .26630    69             2.79859   94             31.38386
                    ---------------------    ----------------------   -----------------------

</TABLE>



- ------------
   83-702
- ------------

<PAGE>
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
POLICY DATA PAGE    TABLE OF MONTHLY GUARANTEED COST
                    OF INSURANCE RATES PER $1,000
                    MALE - STANDARD
                    ---------------------------------------------------------------------------------------------
                    ATTAINED                 ATTAINED                 ATTAINED
                      AGE            RATE      AGE            RATE      AGE              RATE
                    ---------------------    ---------------------    -----------------------
                    <S>            <C>       <C>            <C>       <C>            <C>
                     0             .21948    35             .22701    70              4.87787
                     1             .08589    36             .24372    71              5.31499
                     2             .08255    37             .26463    72              5.81208
                     3             .08088    38             .28804    73              6.36667
                     4             .07754    39             .31481    74              6.97905
                    ---------------------    ---------------------    -----------------------

                     5             .07337    40             .34578    75              7.63863
                     6             .06920    41             .37927    76              8.31871
                     7             .06503    42             .41613    77              9.00762
                     8             .06253    43             .45133    78              9.71026
                     9             .06170    44             .50080    79             10.45174
                    ---------------------    ---------------------    -----------------------

                    10             .06253    45             .54778    80             11.25817
                    11             .06753    46             .59648    81             12.15491
                    12             .07671    47             .64940    82             13.16081
                    13             .08922    48             .70657    83             14.26297
                    14             .10341    49             .76883    84             15.42768
                    ---------------------    ---------------------    -----------------------

                    15             .11842    50             .83788    85             16.61725
                    16             .13261    51             .91627    86             17.80318
                    17             .14347    52            1.00487    87             19.03928
                    18             .15182    53            1.10541    88             20.34824
                    19             .15683    54            1.21539    89             21.01372
                    ---------------------    ---------------------    -----------------------

                    20             .19358    55            1.33315    90             23.03012
                    21             .19358    56            1.45789    91             24.46831
                    22             .19024    57            1.58964    92             26.16956
                    23             .18690    58            1.72843    93             28.40686
                    24             .18189    59            1.87260    94             31.56339
                    ---------------------    ---------------------    -----------------------

                    25             .17604    60            2.04442
                    26             .17270    61            2.23291
                    27             .17103    62            2.44595
                    28             .17103    63            2.68460
                    29             .17353    64            2.94650
                    ---------------------    ---------------------

                    30             .17771    65            3.22493
                    31             .18356    66            3.51222
                    32             .19108    67            3.82160
                    33             .20110    68            4.14189
                    34             .21280    69            4.49090
                    ---------------------    ---------------------

</TABLE>

- ------------
   83-703
- ------------


<PAGE>
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
POLICY DATA PAGE    TABLE OF MONTHLY GUARANTEED COST
                    OF INSURANCE RATES PER $1,000
                    FEMALE - NONSMOKER
                    ---------------------------------------------------------------------------------------------
                    ATTAINED                 ATTAINED                 ATTAINED
                      AGE            RATE      AGE             RATE     AGE              RATE
                    ---------------------    ----------------------   -----------------------
                    <S>            <C>       <C>            <C>       <C>            <C>
                    20             .08422    45              .25794   70              1.87772
                    21             .08589    46              .27550   71              2.08208
                    22             .08672    47              .29474   72              2.33335
                    23             .08839    48              .31481   73              2.63543
                    24             .09006    49              .33741   74              2.98461
                    ---------------------    ----------------------   -----------------------

                    25             .09173    50              .36252   75              3.37628
                    26             .09423    51              .39016   76              3.80234
                    27             .09590    52              .42199   77              4.26157
                    28             .09840    53              .45719   78              4.76166
                    29             .10174    54              .49325   79              5.31946
                    ---------------------    ----------------------   -----------------------

                    30             .10424    55              .53184   80              5.95868
                    31             .10758    56              .57045   81              6.70043
                    32             .11092    57              .60824   82              7.56415
                    33             .11509    58              .64604   83              8.55015
                    34             .12010    59              .68891   84              9.65170
                    ---------------------    ----------------------   -----------------------

                    35             .12594    60              .73938   85             10.86110
                    36             .13429    61              .80167   86             12.17441
                    37             .14431    62              .87918   87             13.59464
                    38             .15516    63              .97448   88             15.12828
                    39             .16685    64             1.08174   89             16.79399
                    ---------------------    ----------------------   -----------------------

                    40             .18105    65             1.19761   90             18.61343
                    41             .19609    66             1.31789   91             20.64005
                    42             .21113    67             1.44091   92             22.96852
                    43             .22617    68             1.56838   93             25.79734
                    44             .24122    69             1.71054   94             29.58621
                    ---------------------    ----------------------   -----------------------

</TABLE>


- ------------
   83-704
- ------------


<PAGE>
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
POLICY DATA PAGE    TABLE OF MONTHLY GUARANTEED COST
                    OF INSURANCE RATES PER $1,000
                    FEMALE - STANDARD
                    ---------------------------------------------------------------------------------------------
                    ATTAINED                 ATTAINED                 ATTAINED
                      AGE            RATE      AGE             RATE     AGE              RATE
                    ---------------------    ----------------------   -----------------------
                    <S>            <C>       <C>            <C>       <C>            <C>
                     0             .15683    35              .16769   70              2.47090
                     1             .07004    36              .18189   71              2.71222
                     2             .06670    37              .19859   72              3.00887
                     3             .06503    38              .21781   73              3.36322
                     4             .06420    39              .23871   74              3.76908
                    ---------------------    ----------------------   -----------------------

                     5             .06253    40              .26379   75              4.21491
                     6             .06086    41              .29055   76              4.69167
                     7             .05919    42              .31733   77              5.19278
                     8             .05836    43              .34411   78              5.72587
                     9             .05753    44              .37090   79              6.31058
                    ---------------------    ----------------------   -----------------------

                    10             .05669    45              .39937   80              6.97084
                    11             .05836    46              .42870   81              7.72700
                    12             .06086    47              .45887   82              8.59578
                    13             .06420    48              .49157   83              9.61111
                    14             .06837    49              .52764   84             10.72696
                    ---------------------    ----------------------   -----------------------

                    15             .07253    50              .56625   85             11.93000
                    16             .07670    51              .60740   86             13.21417
                    17             .08004    52              .65445   87             14.57012
                    18             .08338    53              .70657   88             16.00842
                    19             .08588    54              .75958   89             17.53216
                    ---------------------    ----------------------   -----------------------

                    20             .09757    55              .81430   90             19.25682
                    21             .09924    56              .86822   91             21.15691
                    22             .10174    57              .91880   92             23.31971
                    23             .10424    58              .96858   93             25.93788
                    24             .10675    59             1.02176   94             29.58621
                    ---------------------    ----------------------   -----------------------

                    25             .10925    60             1.08512
                    26             .11342    61             1.16461
                    27             .11676    62             1.26705
                    28             .12093    63             1.39168
                    29             .12594    64             1.53097
                    ---------------------    ----------------------

                    30             .13178    65             1.67817
                    31             .13679    66             1.82821
                    32             .14264    67             1.97342
                    33             .15015    68             2.12062
                    34             .15850    69             2.28097
                    ---------------------    ----------------------

</TABLE>


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   83-705
- ------------


<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
                     LIVING BENEFITS
SUMMARY OF BENEFITS
                     While the insured is alive, subject to this pol-    6.
                     icy's provisions, you may:                          Surrender this policy for cash;

                     1.                                                  7.
                     Change the amount and frequency of your             Make a partial withdrawal for cash;
                     premium payments;
                                                                         8.
                     2.                                                  Receive a cash loan;
                     Change the allocation of your premiums;
                                                                         9.
                     3.                                                  Assign this policy as collateral;
                     Change the Face Amount;
                                                                         10.
                     4.                                                  Change the beneficiary;
                     Change the Death Benefit Option;
                                                                         11.
                     5.                                                  Transfer ownership; and
                     Make transfers between accounts;
                                                                         12.
                                                                         Enjoy any other rights this policy allows.
                     ---------------------------------------------------------------------------------------------------
                     DEATH BENEFITS

                     At the insured's death, the proceeds payable        Plus a refund of any policy loan interest we
                     include the Death Benefit then in force:            have charged but not earned;

                     Plus any additional amounts provided by             Minus any Loan Amount; and
                     rider on the life of the insured;
                                                                         Minus any unpaid Monthly Deductions.
- ------------------------------------------------------------------------------------------------------------------------
THE CONTRACT         This policy is a legal contract.  Read your pol-    Unless fraudulent, all statements made by or
                     icy carefully!  You rely on us to provide its       on behalf of anyone covered by this policy are
                     benefits; we rely on you to pay its premiums.       representations and not warranties.  No
                     The entire contract is this policy and all ap-      statement can be used to cancel this policy
                     plications, Policy Data Pages, riders, and          or can be used in our defense if we refuse to
                     amendments attached at time of issue or             pay a claim, unless it is found in an applica-
                     agreed upon later.                                  tion, rider, or amendment.
                     ---------------------------------------------------------------------------------------------------
                     CHANGES

                     Policy changes must be in writing and signed        agent or any other person may alter or change
                     by our President or Secretary, or one of our        the terms and conditions of this policy.
                     Vice Presidents or Assistant Secretaries.  No
- ------------------------------------------------------------------------------------------------------------------------
DEFINITIONS          GENERAL DEFINITIONS
                     ---------------------------------------------------------------------------------------------------
                     IN FORCE                                            The terms of this policy are in effect.
                     ---------------------------------------------------------------------------------------------------
                     THE INSURED                                         The person upon whose life this policy is is-
                                                                         sued.  The Policy Data Page lists the insured.
                     ---------------------------------------------------------------------------------------------------
                     PROCEEDS                                            The amount we pay when the insured dies or
                                                                         when this policy is surrendered.
                     ---------------------------------------------------------------------------------------------------
                     WE, US, OUR                                         Northwestern National Life Insurance Com-
                                                                         pay at our Home Office in Minneapolis,
                                                                         Minnesota.
- ------------------------------------------------------------------------------------------------------------------------





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<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
                     GENERAL DEFINITIONS
DEFINITIONS          ---------------------------------------------------------------------------------------------------
(CONTINUED)          WRITTEN, IN WRITING                                 A written request or notice, signed and dated,
                                                                         and received at our Home Office.  The form
                                                                         and content of the request or notice must be
                                                                         acceptable to us.
                     ---------------------------------------------------------------------------------------------------
                     YOU, YOUR                                           The owner of this policy, as shown on the
                                                                         Policy Data Page, unless changed as allowed
                                                                         in this policy.  The insured owns this policy
                                                                         unless another owner is named.
- ------------------------------------------------------------------------------------------------------------------------
                     ACCUMULATION UNIT                                   A unit of measure used to determine the Var-
POLICY DEFINITIONS                                                       iable Accumulation Value.
                     ---------------------------------------------------------------------------------------------------
                     ACCUMULATION VALUE                                  The total amount that this Policy provides for
                                                                         investment at any time.  The Accumulation
                                                                         Value is the total of the Fixed Accumulation
                                                                         Value and the Variable Accumulation Value.
                     ---------------------------------------------------------------------------------------------------
                     AGE 65, 75, AND 95                                  The policy anniversary on or next following
                                                                         the insured's 65th, 75th, and 95th birthdays,
                                                                         respectively.
                     ---------------------------------------------------------------------------------------------------
                     CASH VALUE                                          The Accumulation Value minus any Surrender
                                                                         Charge.
                     ---------------------------------------------------------------------------------------------------
                     CASH SURRENDER VALUE                                The amount payable to you if you surrender
                                                                         this policy.  It is the Cash Value minus any
                                                                         Loan Amount and unpaid Monthly De-
                                                                         ductions.
                     ---------------------------------------------------------------------------------------------------
                     THE CODE                                            The Internal Revenue Code of 1954, as
                                                                         amended.
                     ---------------------------------------------------------------------------------------------------
                     FACE AMOUNT                                         The minimum Death Benefit payable as long
                                                                         as this policy is in force.  The initial Face
                                                                         Amount is shown on the Policy Data Page.
                                                                         You may change the Face Amount as de-
                                                                         scribed in this policy.
                     ---------------------------------------------------------------------------------------------------
                     FIXED ACCOUNT                                       All our assets other than those allocated to
                                                                         the Variable Account or any other separate
                                                                         account.  We have complete ownership and
                                                                         control of the assets in the Fixed Account.
                     ---------------------------------------------------------------------------------------------------
                     LOAN AMOUNT                                         The sum of all unpaid policy loans.
                     ---------------------------------------------------------------------------------------------------
                     MONTHLY ANNIVERSARY                                 The same date in each succeeding month as
                                                                         your Policy Date.  Whenever your Monthly
                                                                         Anniversary falls on a date other than a Val-
                                                                         uation Date, the Monthly Anniversary will 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 Data
                                                                         Page shows the Policy Date.
- ------------------------------------------------------------------------------------------------------------------------





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      4814                                                                                                    4
- --------------------                                                                                --------------------
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<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
                     SUB-ACCOUNT                                         A subdivision of the Variable Account.  Each
POLICY DEFINITIONS                                                       Sub-account invests exclusively in the shares
(CONTINUED)                                                              of one of the mutual funds shown on the Pol-
                                                                         icy Data Page, or added later.
                     ---------------------------------------------------------------------------------------------------
                     VALUATION DATE                                      The close of business each day that the New
                                                                         York Stock Exchange is open for trading and
                                                                         valuations have not been suspended by the
                                                                         Securities and Exchange Commission. A Val-
                                                                         uation Date may be any other day on which
                                                                         there is sufficient trading in the mutual funds'
                                                                         portfolio to materially affect the Accumulation
                                                                         Unit Value in the corresponding Sub-account.
                     ---------------------------------------------------------------------------------------------------
                     VALUATION PERIOD                                    The period of time between a Valuation Date
                                                                         and the next Valuation Date.
                     ---------------------------------------------------------------------------------------------------
                     VARIABLE ACCOUNT                                    Select*Life Variable Account, a separate in-
                                                                         vestment account of ours.  The Variable Ac-
                                                                         count is used only to receive and invest Net
                                                                         Premiums paid under our variable life insur-
                                                                         ance policies.  The assets of the Variable Ac-
                                                                         count will be valued on each Valuation Date.
                                                                         We have complete ownership and control of
                                                                         the assets in the Variable Account.

                                                                         Assets of the Variable Account equal to its li-
                                                                         abilities will not be charged with liabilities
                                                                         arising out of any other business we conduct.
                                                                         However, we may transfer any assets which
                                                                         exceed the liabilities of the Variable Account
                                                                         to our Fixed Account.

                                                                         The Variable Account is treated as a unit in-
                                                                         vestment trust under federal securities laws.
                                                                         It is registered with the Securities and Ex-
                                                                         change Commission according to the Invest-
                                                                         ment Company Act of 1940.  It was
                                                                         established under the State of Minnesota's
                                                                         insurance laws.  Any change in the investment
                                                                         policy of the Variable Account must be ap-
                                                                         proved by the Department of Commerce of
                                                                         the State of Minnesota according to the ap-
                                                                         proval process  on file with the State.
- ------------------------------------------------------------------------------------------------------------------------
DEATH BENEFIT        This policy has two Death Benefit Options.          sured's attained age, as shown on the Policy
                     The Death Benefit Option in effect is shown         Data Page.
                     on the Policy Data Page.  All values are deter-
                     mined as of the Valuation Date on or next           OPTION B (VARIABLE AMOUNT OPTION) - The
                     following the date of the insured's death.  The     Death Benefit is the greater of:
                     two Death Benefit Options are:
                                                                         1.
                     OPTION A (LEVEL AMOUNT OPTION) - The Death          The Face Amount plus the Accumulation
                     Benefit is the greater of:                          Value; or

                     1.                                                  2.
                     The Face Amount; or                                 The Accumulation Value multiplied by the
                                                                         Corridor Percentage, according to the in-
                     2.                                                  sured's attained age, as shown on the Policy
                     The Accumulation Value multiplied by the            Data Page.
                     Corridor Percentage, according to the in-
- ------------------------------------------------------------------------------------------------------------------------



- --------------------                                                                                --------------------
      84-668                                                                                                  5
- --------------------                                                                                --------------------
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<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
                     After the second policy year, you may request       Benefit Option also change the Face Amount.
REQUESTED CHANGES IN an increase or decrease in your Face Amount         (See Changes in Death Benefit Option.)
FACE AMOUNT          by notifying us in writing.  Changes in Death
                     ---------------------------------------------------------------------------------------------------
                     INCREASES

                     Increases in Face Amount must be at least           1.
                     $5,000.  You cannot increase the Face amount        Midnight of the 20th day after you receive
                     after the insured's Age 75.                         the new Policy Data Page for the increase;

                     We may require written proof that the in-           2.
                     sured is still insurable before making an in-       Midnight of the 20th day after a written No-
                     crease.  An approved increase goes into effect      tice of Right of Withdrawal is mailed or de-
                     on the Monthly Anniversary on or next fol-          livered to you; or
                     lowing the date of the approval.  At least two
                     years must lapse between increases.                 3.
                                                                         Midnight of the 45th day after the date of
                     An increase  is subject to a free look period       your written request for the increase.
                     during which you have the right to request
                     us to cancel the increase and receive a refund.     If you cancel an increase during this period,
                     The request must be made by the latest of:          we will restore the Accumulation Value by
                                                                         refunding the amount of any deductions and
                                                                         charges associated with the increase, or, upon
                                                                         request, you can receive that amount in cash.
                     ---------------------------------------------------------------------------------------------------
                     DECREASES

                     You cannot decrease the Face Amount below           Class applies to the current Face Amount, the
                     the Minimum Face Amount shown on the                Face Amount will be reduced in the following
                     Policy Data Page.  If, following a requested        order:
                     decrease in Face Amount, this Policy would
                     no longer qualify as life insurance under fed-      1.
                     eral tax law, we will limit the decrease to an      The Face Amount provided by the most re-
                     amount that would maintain that qualifica-          cent increase;
                     tion.
                                                                         2.
                     Changes go into effect on the Monthly Anni-         The next most recent increases successively;
                     versary on or next following the date we re-        and
                     ceive your request.  At least six months must
                     elapse between decreases.                           3.
                                                                         The initial Face Amount.
                     For the purpose of determining the cost of
                     insurance when more than one Premium
- ------------------------------------------------------------------------------------------------------------------------







- --------------------                                                                                --------------------
      4815                                                                                                    6
- --------------------                                                                                --------------------
</TABLE>

<PAGE>

<TABLE>

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                                                    <C>

REQUESTED CHANGES IN     EFFECT OF REQUESTED CHANGES IN FACE
FACE AMOUNT              AMOUNT
(CONTINUED)
                         A change in Face Amount will affect the                Guarantee.  A decrease in Face Amount will
                         Monthly Deduction because the cost of insur-           reduce the Minimum Monthly Premium.  We
                         ance and the Monthly Expense Charge are                will send you a new Policy Data Page with
                         based on the Face Amount.  The cost of cer-            the new Minimum Monthly Premium.
                         tain rider benefits may also be affected.
                                                                                An increase in Face Amount will increase
                         If the Death Benefit Guarantee is in effect,           Surrender Charges.  We will send you a new
                         we will calculate a new Minimum Monthly                Policy Data Page showing the amount and
                         Premium for the Death Benefit Guarantee                duration of the new Surrender Charges.  De-
                         from the effective date of the change in Face          creases in Face Amount do not reduce the
                         Amount.  Additional premium payments may               Surrender Charge.
                         be required to maintain the Death Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
CHANGES IN DEATH         You may request in writing to change the               Option), the Face Amount is increased by an
BENEFIT OPTION           Death Benefit Option.  A change in Death               amount equal to the Accumulation Value on
                         Benefit Option will also change the Face               the effective date of the change.  The change
                         Amount.  If you change from Option A (Level            is effective on the Monthly Anniversary on or
                         Amount Option) to Option B (Variable Amount            next following the date we receive your re-
                         Option), the Face Amount is decreased by an            quest.  We do not require proof of insurability
                         amount equal to the Accumulation Value on              for this increase.
                         the effective date of the change.  The change
                         is effective on the Monthly Anniversary on or          A change in Face Amount due to a change in
                         next following the date we receive your re-            Death Benefit Option will affect the Monthly
                         quest.  You cannot change the Death Benefit            Deduction because the cost of insurance and
                         Option if the resulting Face Amount would              the Monthly Expense Charge depend on the
                         fall below the Minimum Face Amount shown               Face Amount.  The cost of certain rider bene-
                         on the Policy Data Page.                               fits may also be affected.

                         If you change from Option B (Variable                  The Surrender Charges will not be affected
                         Amount Option) to Option A (Level Amount               by a change in the Death Benefit Option.
- ------------------------------------------------------------------------------------------------------------------------------------
PREMIUMS                 There is no insurance under this policy until          premiums are payable in advance of the pe-
                         the initial premium is paid.  The initial pre-         riod to which they apply.
                         mium is shown on the Policy Data Page.  All
                         -----------------------------------------------------------------------------------------------------------
                         NET PREMIUM
                         When you pay a premium, we deduct the                  but will not exceed the Maximum Premium
                         Premium Expense Charge.  The Premium                   Processing Charge shown on the Policy Data
                         Expense Charge is equal to 1, plus 2, plus 3,          Page.
                         plus 4 (1 + 2 + 3 + 4), where:
                                                                                The amount remaining after we have de-
                         1.                                                     ducted the Premium Expense Charge from a
                         Is the premium multiplied by the Sales                 premium is the Net Premium.  The Net Pre-
                         Charge shown on the Policy Data Page;                  mium is credited to the Sub-accounts of the
                                                                                Variable Account according to your allocation.
                         2.
                         Is the premium multiplied by the Premium               The portion of the Net Premium allocated to
                         Tax Charge shown on the Policy Data Page;              a Sub-account is invested at net asset value
                                                                                in shares of a specified mutual fund.  As of the
                         3.                                                     Policy Date, the mutual funds in which the
                         Is the premium multiplied by the Federal Tax           Sub-accounts invest are listed on the Policy
                         Charge shown on the Policy Data Page; and              Data Page.  A Sub-account may be added later
                                                                                or replaced according to the "Substitution of
                         4.                                                     Mutual Fund Shares" provision of this policy.
                         Is the Premium Processing Charge.  The Pre-
                         mium Processing Charge is subject to change,
- ------------------------------------------------------------------------------------------------------------------------------------


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  85-169                                                                                                                       7
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</TABLE>

<PAGE>

<TABLE>

<S>                      <C>                                                    <C>

- ------------------------------------------------------------------------------------------------------------------------------------
PREMIUMS                 ALLOCATION OF PREMIUMS
(CONTINUED)
                         The initial allocation of premiums to the Sub-         only affect premiums we receive on or after
                         accounts of the Variable Account is specified          that date.  You may allocate 100% to any ac-
                         on the application for this policy, and is             count or divide your allocation in whole per-
                         shown on the Policy Data Page.  You may                centage points totaling 100%.  For example,
                         change the allocation at any time by notifying         you can select 33%, but not 33-1/3%.  We
                         us in writing.  Changes will not be effective          reserve the right to adjust your allocation to
                         until the date we receive your notice, and will        eliminate fractional percentages.
                         -----------------------------------------------------------------------------------------------------------
                         AMOUNT AND TIMING OF PREMIUM PAYMENTS

                         The amount and frequency of premium pay-               the policy year.  However, you have the right
                         ments will affect the Accumulation Value, the          to pay the premium required to keep this
                         Cash Surrender Value, and how long the in-             policy in force to the end of the policy year;
                         surance will remain in force.
                                                                                3.
                         After the initial premium you may determine            We may refuse to accept any premium less
                         the amount and timing of premium payments,             than $25; and
                         within the following restrictions:
                                                                                4.
                         1.                                                     While this policy is in force as paid-up life
                         We may require proof which satisfies us that           insurance, you cannot pay additional premi-
                         the insured is still insurable if any premium,         ums.
                         planned or unscheduled, would increase the
                         difference between the Death Benefit and the           You may pay premiums by sending them to
                         Accumulation Value;                                    the address shown below.  Please include
                                                                                your policy number.  The current address for
                         2.                                                     payment is:
                         We reserve the right to refuse to accept any
                         premium which would disqualify your policy             Northwestern National Life Insurance
                         for favorable tax treatment under the Code.            Company
                         If premiums paid during any Policy Year ex-            P.O. Box 802511
                         ceed the maximum permitted under the Code,             Chicago, Illinois 60680-2511
                         we will return the excess premiums with in-
                         terest to you within 60 days after the end of          Upon request, we will send you a receipt
                                                                                signed by one of our officers.
                         -----------------------------------------------------------------------------------------------------------
                         PLANNED PERIODIC PREMIUMS

                         You may pay planned periodic premiums an-              Policy Data Page.  You may change the fre-
                         nually, semi-annually, quarterly, or, if you           quency and amount of planned periodic pre-
                         choose, we can also deduct planned periodic            miums by notifying us in writing of the
                         premiums from your bank account monthly.               change.  We reserve the right to limit the
                         We will notify you of your planned periodic            amount of any increase.
                         premium at least once a year.
                                                                                We may send you periodic premium notices
                         The amount and frequency of the initial                depending on the frequency and method of
                         planned periodic premiums are shown on the             premium payment you have chosen.
                         -----------------------------------------------------------------------------------------------------------
                         UNSCHEDULED ADDITIONAL PREMIUMS

                         Premiums, other than planned periodic pre-             ance.  We may limit the number and amount
                         miums, may be paid at any time except while            of these additional payments.  (See "Amount
                         this policy is in force as paid-up life insur-         and Timing of Premium Payments" above.)
- ------------------------------------------------------------------------------------------------------------------------------------

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   5168                                                                                                                        8
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</TABLE>

<PAGE>

<TABLE>


<S>                      <C>                                                    <C>

- ------------------------------------------------------------------------------------------------------------------------------------
DEATH BENEFIT            The Death Benefit Guarantee Period is shown            EXAMPLE:  The Policy Date is January 1,
GUARANTEE                on the Policy Data Page and begins on the              1993.  The Minimum Monthly Premium is
                         Policy Date.  The Death Benefit Guarantee is           $100 per month.  No partial withdrawals or
                         in effect during the Death Benefit Guarantee           changes in Face Amount have occurred.
                         Period if, on each Monthly Anniversary since
                         the Policy Date, 1 is equal to or greater than         Case 1.  You pay $100 each month.  The
                         2, where:                                              Death Benefit Guarantee is maintained.

                         1.                                                     Case 2.  You pay $1000 on January 1, 1993.
                         Is the sum of all premiums paid minus any              The $1,000 will maintain the Death Benefit
                         partial withdrawals and any Loan Amount;               Guarantee without your paying any additional
                         and                                                    premiums for the next 10 months (through
                                                                                October 31, 1993).  However, you must pay
                         2.                                                     at least $100 by November 1, 1993 to
                         Is the sum of Minimum Monthly Premiums                 maintain the Death Benefit Guarantee.
                         since the Policy Date, including the Minimum
                         Monthly Premium for the current Monthly                On any Monthly Anniversary the minimum
                         Anniversary.                                           amount necessary to avoid lapse is the lesser
                                                                                of the amount due for the guarantee or the
                         If the Death Benefit Guarantee is in effect,           amount necessary to cover the monthly de-
                         we guarantee that we will not lapse your               duction.  We will send you notice of the
                         policy, even if the Cash Surrender Value is            amount necessary to cover the monthly de-
                         not sufficient to pay the Monthly Deduction            duction.  We will send you notice of the re-
                         that is due.  Although we determine each               quired payment.  If you do not remit the
                         month whether or not you have made suffi-              required payment within 61 days following
                         cient premium payments to maintain the                 the date we mail you written notice, the
                         Death Benefit Guarantee, you do not have to            Death Benefit Guarantee is no longer in effect
                         pay premiums monthly.                                  and cannot be reinstated.
                         -----------------------------------------------------------------------------------------------------------
                         POLICY CHANGES AFFECTING THE MINIMUM
                         MONTHLY PREMIUM
                         The Minimum Monthly Premium may be af-                 terminated.  The new Minimum Monthly Pre-
                         fected by requested changes in Face Amount,            mium will be shown on a new Policy Data
                         changes in the Death Benefit Option, and may           Page and applies from the date of the change.
                         also be changed when a rider is added or
- ------------------------------------------------------------------------------------------------------------------------------------
GRACE PERIOD AND         If the Death Benefit Guarantee is not in effect,       2.
POLICY LAPSE             the policy will lapse only if, on any Monthly          Is the amount necessary to continue the
                         Anniversary, the Cash Surrender Value plus             Death Benefit Guarantee if it is in effect.  If
                         any Sales Charge Refund is less than the               the Death Benefit Guarantee is not in effect,
                         Monthly Deduction due.                                 the minimum payment is equal to 1.

                         We will only lapse this policy at the end of a         The grace period begins on the date we send
                         61-day grace period if sufficient payment is           you written notice of the required payment.
                         not received.  The minimum payment required
                         is the lesser of 1 and 2, where:                       If the insured dies during the grace period,
                                                                                we deduct any Loan Amount and any unpaid
                         1.                                                     Monthly Deductions from the proceeds.
                         Is the amount necessary to provide a Cash
                         Surrender Value sufficient to pay the Monthly          If the Death Benefit Guarantee is in effect,
                         Deduction due; and                                     we will not lapse the policy.
- ------------------------------------------------------------------------------------------------------------------------------------


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</TABLE>

<PAGE>

<TABLE>


<S>                      <C>                                                    <C>

- ------------------------------------------------------------------------------------------------------------------------------------
REINSTATEMENT            Reinstatement means putting a lapsed policy            the Monthly Anniversary on which the policy
                         back in force.  You may reinstate this policy          would be reinstated, we will pay the Death
                         by written request any time within five years          Benefit as of that Monthly Anniversary.
                         after it has lapsed, as long as it has not been
                         surrendered for its Cash Surrender Value.              The Accumulation Value on the date of rein-
                                                                                statement will be the amount provided by the
                         To reinstate this policy and any riders:               Net Premium paid to reinstate this policy.
                                                                                Subsequent Accumulation Values will be cal-
                         1.                                                     culated as shown in the Accumulation Value
                         You must submit proof which satisfies us that          provision of this policy.  After reinstatement,
                         all insureds are still insurable; and                  the Surrender Charges will be those in effect
                                                                                on the date of termination, reduced in the
                         2.                                                     same proportion as the Accumulation Value
                         You must pay a premium large enough to                 to the Surrender Charge, both as of the date
                         keep the policy and any riders in force for at         of termination.  The Surrender Charge will not
                         least two months.                                      be less than zero.

                         This policy will be reinstated only as of a            The Death Benefit Guarantee cannot be rein-
                         Monthly Anniversary.  If you have met the              stated.
                         above conditions, and the insured dies before
- ------------------------------------------------------------------------------------------------------------------------------------
ACCUMULATION VALUE       The Accumulation Value of this policy is
                         equal to the sum of the Fixed Accumulation
                         Value plus the Variable Accumulation Value.
                         -----------------------------------------------------------------------------------------------------------
                         FIXED ACCUMULATION VALUE

                         The Fixed Accumulation Value on the Policy             3.
                         Date is zero.                                          Is the total of your transfers to the Variable
                                                                                Account from the Fixed Account since the
                         After the Policy Date, the Fixed Accumulation          preceding Monthly Anniversary, plus interest
                         Value is calculated as 1 + 2 - 3, where:               from the date of transfer to the date of the
                                                                                calculation.
                         1.
                         Is the Fixed Accumulation Value on the pre-            If the date of the calculation is a Monthly
                         ceding Monthly Anniversary, plus interest              Anniversary, we also reduce the Fixed Accu-
                         from the Monthly Anniversary to the date of            mulation Value by the applicable Monthly
                         the calculation;                                       Deduction for the policy month following the
                                                                                Monthly Anniversary.
                         2.
                         Is the total of your Loan Amount transferred
                         from the Variable Account since the preced-
                         ing Monthly Anniversary; and
                         -----------------------------------------------------------------------------------------------------------
                         INTEREST RATE ON THE FIXED ACCUMULATION
                         VALUE

                         The interest rate applied in the calculation of        calculation of your Fixed Accumulation Value
                         the Fixed Accumulation Value will not be less          in a manner which our Board of Directors de-
                         than the Minimum Annual Interest Rate                  termines.
                         shown on the Policy Data Page.  This rate is
                         an effective annual interest rate compounded           Interest credited on the Fixed Accumulation
                         yearly.  Interest in excess of the Minimum             Value is credited annually on the Policy An-
                         Annual Interest Rate may be applied in the             niversary to the Variable Account according
                                                                                to your premium allocation.
- ------------------------------------------------------------------------------------------------------------------------------------

- ----------                                                                                                                ----------
   5166                                                                                                                       10
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</TABLE>


<PAGE>

<TABLE>

<S>                  <C>                                                 <C>
- ----------------------------------------------------------------------------------------------------------------------
ACCUMULATION VALUE   VARIABLE ACCUMULATION VALUE
(CONTINUED)
                     The Variable Accumulation Value is the total        EXAMPLE: You have 100 Accumulation Units
                     of your values in each Sub-account. The value       in Sub-account XXX, 50 in Sub-account YYY,
                     for each Sub-account is equal to 1 multiplied       and 0 in Sub-account ZZZ. The Unit Values
                     by 2, where:                                        are: Sub-account XXX is 10.00, Sub-account
                                                                         YYY is 12.00, and Sub-account ZZZ is 9.00.
                     1.                                                  The number of Units multiplied by the Unit
                     Is your current number of Accumulation Units;       Value equals the value of each Sub-account
                     and                                                 as illustrated below:

                     2.                                                                  Number     Unit
                     Is the current Unit Value.                          Sub-account   of Units    Value       Values
                                                                         -----------   --------    -----       ------
                     The Variable Accumulation Value will vary           XXX            100.000    10.00    $1,000.00
                     from Valuation Date to Valuation Date re-           YYY             50.000    12.00       600.00
                     flecting changes in 1 and 2 above.                  ZZZ              0.000     9.00         0.00
                                                                                                             --------
                                                                         Total Variable Accumulation Value  $1,600.00
                     ------------------------------------------------------------------------------------------------
                     ACCUMULATION UNITS

                     When transactions are made which affect the         2.
                     Variable Accumulation Value, dollar amounts         You take a partial withdrawal from that Sub-
                     are converted to Accumulation Units. The            account;
                     number Accumulation Units for a transaction
                     is found by dividing the dollar amount of the       3.
                     transaction by the current Unit Value.              We take a portion of the Monthly Deduction
                                                                         from that sub-account; or
                     The number of Accumulation Units for a
                     Sub-account increases when:                         4.
                                                                         Transfers are made from that Sub-account to
                     1.                                                  the Fixed Account or other Sub-accounts.
                     Net Premiums are credited to that Sub-
                     account; or                                         EXAMPLE: You have 100 units in Sub-
                                                                         account XXX. The Unit Value is 10.00. You
                     2.                                                  request a partial withdrawal of $250.  The
                     Transfers from the Fixed Account or other           number of units for the partial withdrawal is
                     Sub-accounts are credited to that Sub-              $250 divided by 10.00 or 25 units. We de-
                     account.                                            crease the number of Accumulation Units by
                                                                         the number of units for the partial with-
                     The number of Accumulation Units for a              drawal. After the partial withdrawal, Sub-
                     Sub-account decreases when:                         account XXX has 100 - 25, or 75
                                                                         Accumulation Units.
                     1.
                     You take out a Policy Loan from that Sub-
                     account;

                     ------------------------------------------------------------------------------------------------
                     UNIT VALUE

                     The Unit Value for a Sub-account on any             EXAMPLE: The Unit Value for October 1 for
                     Valuation Date is equal to the previous Unit        Sub-account XXX is 20.00. After the close
                     Value multiplied by the Net Investment Factor       of the Stock Market on October 2, the Net
                     for that Sub-account for the Valuation Period       Investment Factor is calculated as 1.01 for
                     ending on that Valuation Date. The Unit             that day. The Unit Value increases to 20.00
                     Value was initially set at 10.00 when the           x 1.01, or $20.20. If you had 100 Accumu-
                     Sub-account first purchased mutual fund             lation Units in Sub-account XXX, their value
                     shares.                                             would increase from $2,000 on October 1 to
                                                                         $2,020 on October 2.
- ----------------------------------------------------------------------------------------------------------------------

- ------------------                                                                                --------------------
     85-048                                                                                                11
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</TABLE>

<PAGE>

<TABLE>

<S>                  <C>                                                 <C>
- ----------------------------------------------------------------------------------------------------------------------
ACCUMULATION VALUE   NET INVESTMENT FACTOR
(CONTINUED)
                     The Net Investment Factor is a number that          c.
                     reflects charges to this policy and the invest-     Plus or minus a per share charge or credit for
                     ment performance during a Valuation Period          any taxes reserved for which we determine
                     of the mutual fund in which a Sub-account is        to have resulted from the investment oper-
                     invested. If the Net Investment Factor is           ations of the Sub-account and to be applica-
                     greater than one, the Unit Value is increased.      ble to this policy.
                     If the Net Investment Factor is less than one,
                     the Unit Value is decreased. The Net Invest-        2.
                     ment Factor for a Sub-account is determined         Is the result of:
                     by dividing 1 by 2, (1/2), where:
                                                                         a.
                     1.                                                  The net asset value per share of the mutual
                     Is the result of:                                   fund shares held in the Sub-account, deter-
                                                                         mined at the end of the last prior Valuation
                     a.                                                  Period; and
                     The net asset value per share of the mutual
                     fund shares in which the Sub-account invests,       b.
                     determined at the end of the current Valu-          Plus or minus a per share charge or credit for
                     ation Period;                                       any taxes reserved for the last prior Valuation
                                                                         Period which we determine to have resulted
                     b.                                                  from the investment operations of the Sub-
                     Plus the per share amount of any dividend or        account and to be applicable to this policy.
                     capital gain distributions made on the mutual
                     fund shares in which the Sub-account invests        Investment advisory fees paid by the mutual
                     during the current Valuation Period; and            funds are reflected in the net asset value.
- ----------------------------------------------------------------------------------------------------------------------
MONTHLY DEDUCTION    The Monthly Deduction is a charge made              as of the Monthly Anniversary. For the pur-
                     monthly against the Accumulation Value. The         pose of determining the proportion of the de-
                     Monthly Deduction for a policy month will be        duction, the Fixed Accumulation Value is
                     calculated as 1, plus 2, plus 3, plus 4 (1 + 2      reduced by the Loan Amount.
                     + 3 + 4), where:
                                                                         We deduct the portion of the Monthly De-
                     1.                                                  duction from each Sub-account of the Vari-
                     Is the cost of insurance for this policy (as de-    able Account by an automatic surrender of
                     scribed below) for the policy month;                Accumulation Units. We make the deduction
                                                                         based on each Sub-account's proportionate
                     2.                                                  percentage of the Accumulation Value.
                     Is the cost of any rider benefits for the policy
                     month;                                              EXAMPLE:  Your Fixed Accumulation Value is
                                                                         $5,000. Your Variable Accumulation Value is
                     3.                                                  $6,000 with Sub-account XXX = $2,000
                     Is the Monthly Mortality and Expense Risk           and Sub-account YYY = $4,000. Your Loan
                     Charge (as described below) for the policy          Amount is $1,000. The Monthly Deduction is
                     month; and                                          $100.

                     4.                                                  For the purpose of determining the pro-
                     Is the Monthly Expense Charge (as described         portions we subtract the $1,000 Loan
                     below) for the policy month.                        Amount from the Fixed Accumulation Value,
                                                                         and then we add the Variable Accumulation
                     The Monthly Deduction is taken from the             Value. ($5,000 - $1,000) + $6,000, or
                     Fixed Accumulation Value and the Variable           $10,000.
                     Accumulation Value on a proportionate basis
- ----------------------------------------------------------------------------------------------------------------------

- ------------------                                                                                --------------------
     5084                                                                                                  12
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</TABLE>

<PAGE>

<TABLE>

<S>                  <C>                                                 <C>
- ----------------------------------------------------------------------------------------------------------------------
MONTHLY DEDUCTION    The proportionate percentages of the Monthly        The $100 Monthly Deduction will be distrib-
(CONTINUED)          Deduction are calculated as follows:                uted as follows:

                     $4,000 divided by $10,000 =                         40% x $100, or $40, will be taken from the
                        40% from the Fixed Accumulation Value.             Fixed Account.
                                                                         20% x $100, or $20, will be taken from
                     $6,000 divided by $10,000 =                           Sub-account XXX.
                       60% from the Variable Accumulation Value          40% x $100, or $40, will be taken from
                           distributed as follows:                         Sub-account YYY.
                           $2,000 divided by $10,000 =
                             20% from Sub-account XXX
                           $4,000 divided by $10,000 =
                             40% from Sub-account YYY.
                     ------------------------------------------------------------------------------------------------
                     MONTHLY MORTALITY AND EXPENSE RISK
                     CHARGE
                     The Monthly Mortality and Expense Risk              2.
                     Charge for a policy month will be calculated        Is the Variable Accumulation Value on the
                     as 1 multiplied by 2, (1 x 2), where:               Monthly Anniversary.

                     1.                                                  The Monthly Mortality and Expense Risk
                     Is the Mortality and Expense Risk Charge,           Charge pays us for assuming the mortality
                     which will not exceed the Maximum Mortality         and expense risks under this policy. We
                     and Expense Risk Charge shown on the Pol-           guarantee that expense and mortality results
                     icy Data Page, divided by 12; and                   will not adversely affect the dollar amount of
                                                                         variable benefits or payments made under
                                                                         this policy.
                     ------------------------------------------------------------------------------------------------
                     MONTHLY EXPENSE CHARGE
                     The Monthly Expense Charge for a policy             4.
                     month will be calculated as 1, plus 2, plus 3,      Is the Monthly Amount Charge. This charge
                     plus 4 (1 + 2 + 3 + 4), where:                      is equal to the Monthly Amount Charge per
                                                                         $1,000, as shown on the Policy Data Page,
                     1.                                                  multiplied by the Face Amount divided by
                     Is the Monthly Administrative Charge. The           $1,000. This charge applies to the Initial
                     Monthly Administrative Charge is subject to         Face Amount and any increases in Face
                     change, but will not exceed the Maximum             Amount during the Term shown on the Policy
                     Monthly Administrative Charge shown on the          Data Page. The Term applies to the Initial
                     Policy Data Page;                                   Face Amount from the Policy Date and to any
                                                                         increases in Face Amount from the Effective
                     2.                                                  Date of that increase. Any change in Face
                     Is the Death Benefit Guarantee Charge shown         Amount due solely to a change of Death Ben-
                     on the Policy Data Page;                            efit Option does not affect the charge.

                     3.
                     Is the Monthly Policy Charge. This charge
                     and the Term during which it is applied are
                     shown on the Policy Data Page; and
                     ------------------------------------------------------------------------------------------------
                     COST OF INSURANCE
                     We determine the cost of insurance on a             3.
                     monthly basis. The cost of insurance for a          Is the Accumulation Value at the beginning
                     policy month is calculated as 1 multiplied by       of the policy month minus any charges for
                     the result of 2 minus 3 [1 X (2 - 3)], where:       rider benefits.

                     1.                                                  The cost of insurance is determined sepa-
                     Is the cost of insurance rate as described in       rately for the initial Face Amount and any in-
                     the Cost of Insurance Rates provision of this       creases made later. If the Premium Class for
                     policy;                                             the initial Face Amount is different from that
                                                                         of an increase, the Accumulation Value used
                     2.                                                  in 3 above will be first considered a part of
                     Is the Death Benefit at the beginning of the        the initial Face Amount. If the Accumulation
                     policy month, divided by 1.004074; and              Value on the Monthly Anniversary exceeds
                                                                         the initial Face Amount, it will be considered
                                                                         to be part of any increase in the Face Amount
                                                                         in order of the increases.
- ----------------------------------------------------------------------------------------------------------------------

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     85-167                                                                                                13
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</TABLE>

<PAGE>

<TABLE>

<S>                  <C>                                                 <C>
- ----------------------------------------------------------------------------------------------------------------------
MONTHLY DEDUCTION    COST OF INSURANCE RATES
(CONTINUED)          The monthly cost of insurance rate for this         policies have been in force for the same
                     policy is based on the insured's sex, issue         period of time.
                     age, and premium class as shown on the
                     Policy Data Page, and the policy year. If your      Except for Face Amounts in a rated premium
                     Death Benefit is a percentage of the                class, the cost of insurance rates can never
                     accumulation value as described under the           be greater than those shown in the Table of
                     definition of "Death Benefit" in Level Amount       Monthly Guaranteed Cost of Insurance Rates.
                     Option, item 2, or Additional Amount Option,        This table is based on the Commissioners
                     item 2, the premium rate class with the most        Standard Ordinary Mortality (CSO) Table
                     recent effective date will apply. Issue age         shown on the Policy Data Page. For Face
                     means age last birthday on the effective date       Amounts in a rated premium class, the
                     of the coverage. We will determine monthly          guaranteed cost of insurance rates are
                     cost of insurance rates based upon                  calculated by multiplying the rates shown in
                     expectations as to future cost factors. Any         the Table of Guaranteed Cost of Insurance
                     change in cost of insurance rates will apply        Rates by the Premium Class Rating Factor
                     to all in the same insurance class whose            shown on the Policy Data Page. The rates
                                                                         may also be increased by any extra cost of
                                                                         insurance shown on the Policy Data Page.
                     -------------------------------------------------------------------------------------------------
                     BASIS OF COMPUTATIONS
                     Minimum cash values are based on the                this policy has been filed with the insurance
                     Commissioners Standard Ordinary Mortality           department of the state in which this policy
                     (CSO) Table and the Nonforfeiture Interest          was delivered. Cash values under this policy
                     Rate as shown on the Policy Data Page.              are not less than the minimums required by
                     Where required, a detailed statement of the         the state in which this policy was delivered.
                     method of computation of cash values under
- ----------------------------------------------------------------------------------------------------------------------
NONFORFEITURE        CONTINUATION OF INSURANCE (EXTENDED
PROVISIONS           INSURANCE)
                     Even if you do not make additional premium          Deduction. If the Cash Surrender Value plus
                     payments your insurance coverage under this         any Sales Charge Refund is less than the
                     policy, and any benefits provided by rider,         Monthly Deduction due, we will use the Cash
                     will stay in force as long as either the Death      Surrender Value plus any Sales Charge
                     Benefit Guarantee is in effect or the Cash          Refund to continue the insurance during the
                     Surrender Value plus any Sales Charge               grace period.
                     Refund is large enough to cover the Monthly
                     -------------------------------------------------------------------------------------------------
                     PAID-UP LIFE INSURANCE
                     Any time before the insured's Age 95, you           shown on the Policy Data Page. The Cash
                     may use the Cash Surrender Value to                 Value of the paid-up life insurance is also
                     purchase single premium paid-up life                calculated based on the CSO Table and
                     insurance. The amount by which this                 Nonforfeiture Interest Rate.
                     insurance exceeds its Cash Value cannot be
                     greater than the amount by which this               To purchase paid-up life insurance, we
                     policy's Death Benefit exceeds this policy's        transfer the Cash Surrender Value of this
                     Accumulation Value. Any Cash Surrender              policy to the Fixed Account.
                     Value not used to purchase paid-up life
                     insurance will be paid to you in cash.              If this policy is inforce as paid-up life
                                                                         insurance;
                     If the insured is living at Age 95, the Cash
                     Surrender Value of the policy will                  1.
                     automatically be used to purchase single            The Accumulation Value provision of this
                     premium paid-up life insurance.                     policy no longer applies;

                     We base the single premium for paid-up              2.
                     insurance on the insured's sex, age, and            You cannot pay additional premiums;
                     premium class(es) at the time this option is
                     exercised, and the single premium life              3.
                     insurance rates in effect at that time. These       You cannot make partial withdrawals; and
                     rates may not exceed the net single premium
                     rates based on the Commissioners Standard           4.
                     Ordinary Mortality (CSO) Table and the              We do not make any further Monthly De-
                     Nonforfeiture Interest Rate, both of which are      ductions.
- ----------------------------------------------------------------------------------------------------------------------

- ------------------                                                                                --------------------
      5167                                                                                                  14
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</TABLE>

<PAGE>

<TABLE>

<S>                  <C>                                                 <C>
- ----------------------------------------------------------------------------------------------------------------------
NONFORFEITURE        We will put this policy back in force as flexi-     After the policy is back in force as flexible
PROVISIONS           ble premium variable life insurance at any          premium variable life insurance:
(CONTINUED)          time before the Insured's Age 95 if:
                                                                         1.
                     1.                                                  The Face Amount and the Death Benefit Op-
                     You submit proof which satisfies us that all        tion will be those in effect when you pur-
                     insureds are still insurable;                       chased paid-up life insurance;

                     2.                                                  2.
                     You pay a premium that, when added to the           You may resume premium payments;
                     cash value of the paid-up life insurance, keeps
                     the policy in force for at least 2 months.          3.
                                                                         The Accumulation Value provision of this
                     On the Monthly Anniversary on or following          policy applies; and
                     the date when you meet the above require-
                     ments, we credit any premiums you pay and           4.
                     the cash value of the paid-up life insurance in     We resume making Monthly Deductions.
                     the form of Net Premiums without a Premium
                     Expense Charge. Net Premiums are credited           If this policy is in force as paid-up life insur-
                     to the Variable Account on the basis of your        ance, it may be surrendered for its cash value
                     allocation in effect when you purchased             at any time. If surrendered within 30 days
                     paid-up life insurance.                             after a policy anniversary, the Cash Surrender
                                                                         Value will not be less than the Cash Surren-
                                                                         der Value on the last policy anniversary date.

- ----------------------------------------------------------------------------------------------------------------------
TRANSFERS            You may request in writing the transfer of all      first Valuation Date after we receive your
                     or part of your Accumulation Value between          written request.
                     the Sub-accounts of the Variable Account.
                     We only allow four transfers in a policy year.      We may make a charge for each transfer, but
                     We consider all transfers received in the same      the charge may not exceed $25.00. All
                     request and made on the same Valuation Date         transfers are also subject to any charges and
                     as one transfer. We make a transfer on the          conditions imposed by the mutual fund whose
                                                                         shares are involved.
                     -------------------------------------------------------------------------------------------------
                     TRANSFERS FROM A SUB-ACCOUNT

                     To transfer from a Sub-account, Accumulation        value is reinvested in other Sub-accounts as
                     Units are redeemed on the next Valuation            directed in your request.
                     Date after we receive your request and their
- ----------------------------------------------------------------------------------------------------------------------

- ------------------                                                                                --------------------
     85-168                                                                                                15
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</TABLE>

<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
CASH VALUE, CASH    CASH VALUE
SURRENDER VALUE,    The Cash Value of this policy is the Accumu-        The Cash Value is never less than zero.
TOTAL SURRENDER,    lation Value minus any Surrender Charge.
AND PARTIAL         ---------------------------------------------------------------------------------------------------
WITHDRAWAL          CASH SURRENDER VALUE
BENEFITS            The Cash Surrender Value of this policy is the      unpaid Monthly Deductions.
                    Cash Value minus the Loan Amount and any
                    ---------------------------------------------------------------------------------------------------
                    SURRENDER CHARGE
                    We make a Surrender Charge if you surrender         cluding Face Amount increases resulting from
                    this policy or it lapses. The Surrender Charge      the Insured's Cost of Living Rider, if included
                    has two parts, the Contingent Deferred Ad-          with the policy. The additional Contingent
                    ministrative Charge and the Contingent De-          Deferred Administrative Charge depends on
                    ferred Sales Charge. The amount and                 the amount of the increase in Face Amount
                    duration of these charges is shown on the           and the insured's age on the effective date
                    Policy Data Page. The Contingent Deferred           of the increase. The additional Contingent
                    Sales Charge will never exceed 47.5% of the         Deferred Sales Charge depends on the
                    premiums paid for this policy. The Contin-          amount of the increase in Face Amount and
                    gent Deferred Administrative Charge must be         the insured's sex and age on the effective
                    collected in full before any Contingent De-         date of the increase. We will send you writ-
                    ferred Sales Charge is collected.                   ten notice of the amount and duration of the
                                                                        additional Surrender Charge.
                    INITIAL FACE AMOUNT
                                                                        If Surrender Charges are shown on an annual
                    At issue, the Contingent Deferred Adminis-          basis, they grade uniformly by policy month
                    trative Charge depends on the Initial Face          between the consecutive years shown.
                    Amount and the insured's issue age. The
                    Contingent Deferred Sales Charge depends on         Any increases or decreases in Face Amount
                    the Initial Face Amount and the insured's sex       resulting from changes in the Death Benefit
                    and issue age.                                      Option, and any requested decreases in Face
                                                                        Amount, do not affect the Surrender Charges.
                    REQUESTED CHANGES IN FACE AMOUNT

                    Additional Surrender Charges will apply to
                    any approved increase in Face Amount, in-
                    ---------------------------------------------------------------------------------------------------
                    SALES CHARGE REFUND
                    During the first two policy years and the first     INITIAL FACE AMOUNT
                    24 policy months following the effective date
                    of an increase in Face Amount, we may be            If you surrender this policy during the first
                    required to refund a portion of the Contingent      two policy years, the Sales Charge Refund
                    Deferred Sales Charge if you surrender this         will equal 1, plus 2, minus 3, minus 4, (1 +
                    policy. This refund is called the Sales Charge      2 - 3 - 4), where:
                    Refund.
                                                                        1.
                    The calculation of the Sales Charge Refund is       Is Sales Charge portion of the Premium Ex-
                    described below. The Surrender Charge               pense Charge;
                    Guideline used in the calculation depends on        2.
                    the initial Face Amount or the amount of the        Is the Contingent Deferred Sales Charge ac-
                    increase in Face Amount, the insured's sex,         tually collected. If the Accumulation Value is
                    and the insured's age on the Policy Date or         less than the Surrender Charge, only a portion
                    the effective date of the increase. The Sur-        of the Contingent Deferred Sales Charge is
                    render Charge Guideline is shown on the Pol-        actually collected. In that case, the Contin-
                    icy Data Page.                                      gent Deferred Sales Charge actually collected
                                                                        is equal to the Accumulation Value less the
                    Any amount used in the calculation described        Contingent Deferred Administrative Charge;
                    below will be determined as of the effective        3.
                    date of the surrender. For the purposes of          Is 21% of the lesser of (i) the total premiums
                    these calculations, any amount that would be        paid during the first Policy Year, or (ii) the
                    less than zero is assumed to be zero.               Surrender Charge Guideline shown on the
                                                                        Policy Data Page; and
                                                                        4.
                                                                        Is 9% of premiums paid.
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
     4820                                                                                                    16
- ------------------                                                                                   ------------------
</TABLE>


<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
CASH VALUE, CASH    REQUESTED INCREASES IN FACE AMOUNT                  3.
SURRENDER VALUE,                                                        Is 21% of the lesser of (i) the total premiums
TOTAL SURRENDER,    If you surrender this policy during the first       attributable to the increase during the first
AND PARTIAL         24 policy months following a requested in-          twelve policy months following the increase,
WITHDRAWAL          crease in Face Amount (but after the free look      or (ii) the Surrender Charge Guideline for the
BENEFITS            period), the Sales Charge Refund will equal         increase; and
(CONTINUED)         1, plus 2, minus 3, minus 4, (1 + 2 - 3 - 4),
                    where:                                              4.
                                                                        Is 9% of premiums attributable to the in-
                    1.                                                  crease described below.
                    Is the Sales Charge portion of the Premium
                    Expense Charge on premiums attributable to          The premium attributable to the increase in
                    the increase as described below;                    the Face Amount will equal 1, multiplied by
                                                                        the sum of 2 and 3, (1 x (2 + 3)), where:
                    2.
                    Is the Contingent Deferred Sales Charge ac-         1.
                    tually collected for the increase. If the Accu-     Is the ratio of the amount of increase in the
                    mulation Value is less than the Surrender           Surrender Charge Guideline to the sum of the
                    Charge, only a portion of the Contingent De-        Surrender Charge Guideline for the Initial
                    ferred Sales Charge is actually collected. In       Face Amount and each increase in Face
                    that case, the Contingent Deferred Sales            Amount;
                    Charge actually collected is equal to the Ac-
                    cumulation Value less the Contingent De-            2.
                    ferred Administrative Charge for all face           Is the Accumulation Value on the effective
                    amounts and less the Contingent Deferred            date of the increase in Face Amount; and
                    Sales Charge for the Initial Face Amount and
                    any prior requested increases in Face Amount;       3.
                                                                        Is the actual premiums paid on or after the
                                                                        effective date of the increase.
                    ---------------------------------------------------------------------------------------------------
                    TOTAL SURRENDER

                    You may surrender this policy for its Cash          crease in Face Amount, you may also be en-
                    Surrender Value by sending us a written re-         titled to a Sales Charge Refund if you
                    quest. During the first two policy years and        surrender this policy.
                    the first two years following a requested in-
                    ---------------------------------------------------------------------------------------------------
                    PARTIAL WITHDRAWAL

                    After the first policy year, you may withdraw       on total surrender of this policy for its full
                    part of your Cash Surrender Value by sending        Cash Surrender Value.
                    us a written request. The amount of any
                    partial withdrawal must be at least equal to        Unless you specify, we make partial with-
                    $500.00. The maximum partial withdrawal             drawals from the Fixed Accumulation Value
                    equals the Cash Surrender Value multiplied          and the Variable Accumulation Value on a
                    by the Percent of Partial Withdrawal shown          proportionate basis. For the purpose of calcu-
                    on the Policy Data Page. Only one partial           lating the proportion, the Loan Amount is
                    withdrawal is allowed in any policy year. We        subtracted from the Fixed Accumulation
                    may make a charge for each partial with-            Value. (See Monthly Deduction for an exam-
                    drawal, but the charge will not exceed              ple of how we calculate this proportion.) We
                    $25.00. The $25.00 charge will not be made          make partial withdrawals from a Sub-account
                                                                        by the automatic surrender of Accumulation
                                                                        Units.
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
    85-170                                                                                                   17
- ------------------                                                                                   ------------------
</TABLE>


<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
CASH VALUE, CASH    THE EFFECT OF PARTIAL WITHDRAWALS
SURRENDER VALUE,
TOTAL SURRENDER,    The Accumulation Value will be reduced by           1.
AND PARTIAL         the amount of any partial withdrawal. The           The Face Amount provided by the most re-
WITHDRAWAL          Death Benefit will also be reduced by the           cent increase;
BENEFITS            amount of the withdrawal, or, if the Death
(CONTINUED)         Benefit is based on the corridor percentage         2.
                    of Accumulation Value, by an amount equal           The next most recent increases successively;
                    to the corridor percentage times the amount         and
                    of the withdrawal.
                                                                        3.
                    The Face Amount will be reduced by the              The initial Face Amount.
                    amount of the partial withdrawal if Option A
                    (Level Amount Option) is in effect. We do not       If Death Benefit Option B (Variable Amount
                    allow a withdrawal if the Face Amount after         Option) is in effect, a partial withdrawal does
                    a partial withdrawal would be less than the         not affect the Face Amount.
                    Minimum Face Amount shown on the Policy
                    Data Page. If more than one Premium Class           A partial withdrawal may cause the Death
                    applies to the current Face Amount, for the         Benefit Guarantee to terminate. The amount
                    purpose of determining the cost of insurance,       of the partial withdrawal is deducted from
                    the Face Amount will be reduced in the fol-         the total premium paid in calculating whether
                    lowing order:                                       sufficient premiums have been paid to main-
                                                                        tain the Death Benefit Guarantee.
- -----------------------------------------------------------------------------------------------------------------------
POLICY LOANS        After the first policy year, if this policy has a   When we make a policy loan, the amount of
                    Loan Value, you may take out a loan from us         the policy loan will be segregated within the
                    by written request. We use this policy as se-       Fixed Accumulation Value of your policy as
                    curity for the loan. Each loan must be at least     security for the loan. Unless you specify,
                    $500.                                               amounts held as security for the loan will
                                                                        come from the Fixed Accumulation Value and
                    We will not lend you more than the Loan             the Variable Accumulation Value and
                    Value. The Loan Value is 1, minus 2, (1 - 2),       the Variable Accumulation Value on a propor-
                    where:                                              tionate basis. For the purpose of determining
                                                                        the proportion, we subtract any existing Loan
                    1.                                                  Amount from the Fixed Accumulation Value.
                    Is 75% of the Cash Value; and                       (See Monthly Deduction for an example of
                                                                        how we calculate this proportion.) Amounts
                    2.                                                  equal to the portion of the policy loans com-
                    Is the existing Loan Amount.                        ing from the Sub-accounts of the Variable
                                                                        Account are transferred to the Fixed Account,
                    However, if this policy is in force as paid-up      reducing the Variable Accumulation Value.
                    life insurance, the Loan Value is the Cash          These transfers are not treated as transfers
                    Value on the next policy anniversary minus          for the purpose of the transfer charge or the
                    loan interest to that date and any existing         limit on the number of transfers in a policy
                    Loan Amount.                                        year.
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
     4821                                                                                                    18
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</TABLE>


<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
POLICY LOANS        EFFECT OF THE POLICY LOANS
(CONTINUED)
                    If not repaid, we deduct any unpaid policy          Benefit Guarantee to terminate. The Loan
                    loans before paying the proceeds. If, at any        Amount is deducted from the total premiums
                    time, the Loan Amount exceeds the Cash              paid in calculating whether you have paid
                    Value plus any Sales Charge Refund, the             premiums sufficient to maintain the Death
                    grace period goes into effect and we may            Benefit Guarantee.
                    lapse this policy. A loan may cause the Death
                    ---------------------------------------------------------------------------------------------------
                    LOAN INTEREST

                    We charge interest on the Loan Amount at            This result is called the Preferred Loan
                    the Loan Interest Rate shown on the Policy          Amount.
                    Data Page, unless we charge a lower rate.
                    After the tenth policy year, we charge interest     The Preferred Loan Amount is calculated on
                    at the Preferred Loan Interest Rate shown on        the date of any loan and on each policy anni-
                    the Policy Data Page on the portion of your         versary thereafter. Policy loan repayments
                    Loan Amount that is not greater than the re-        received will be applied first to reduce the
                    sult of (1 - 2 + 3), where:                         portion of your policy loan that is not the
                                                                        Preferred Loan Amount, and then to reduce
                    1.                                                  the Preferred Loan Amount.
                    Is the Accumulation Value;
                                                                        On the date of any policy loan, interest is due
                    2.                                                  in advance for the remainder of the policy
                    Is the sum of all premiums paid; and                year. On each policy anniversary thereafter,
                                                                        interest is due in advance for the next full
                    3.                                                  policy year. Any unpaid interest is added to
                    Is the sum of all Partial Withdrawals.              the Loan Amount, and we charge interest on
                                                                        it.
                    ---------------------------------------------------------------------------------------------------
                    REPAYMENT

                    You may repay all or part of any policy loan        each Sub-account of the Variable Account, 1
                    during the insured's lifetime. If not repaid        multiplied by 2 (1 x 2), where:
                    during the insured's lifetime, we deduct the
                    Loan Amount from the proceeds. We gener-            1.
                    ally consider any payments we receive,              Is the amount of the loan repayment; and
                    planned or unscheduled, as premium pay-
                    ments. Therefore, when you make a payment           2.
                    on a policy loan, to avoid a Premium Expense        Is the current proportion used to allocate pre-
                    Charge, you must tell us that you are making        miums to that Sub-account.
                    a loan payment. We reserve the right to
                    consider any payment we receive as a loan           These transfers are not treated as transfers
                    repayment at our discretion.                        for the purpose of the transfer charge or the
                                                                        limit on the number of transfers in a policy
                    Loan repayments reduce the Loan Amount.             year.
                    We will transfer from the Fixed Account to
- -----------------------------------------------------------------------------------------------------------------------
DELAY OF PAYMENT    The amount surrendered, withdrawn, or               cumulation Value when we are not able to
ON SURRENDER,       loaned will normally be paid to you within 7        determine the Variable Accumulation Value
PARTIAL             days of:                                            because:
WITHDRAWALS AND
LOANS               1.                                                  1.
                    Receipt of your written request; and                The New York Stock Exchange is closed for
                                                                        trading; or
                    2.
                    Receipt of your policy, if required.                2.
                                                                        The Securities and Exchange Commission
                    We may delay making the payment of the              determines that a state of emergency exists.
                    portion of the payment from the Variable Ac-
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
    85-171                                                                                                   19
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</TABLE>


<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
DELAY OF PAYMENT    We have the right to delay making a surren-         of the surrender, partial withdrawal, or loan
ON SURRENDER,       der, partial withdrawal, or loan from the Fixed     request to the date of payment.
PARTIAL             Account for up to six months from the date
WITHDRAWALS AND     we receive your request. If we delay payment
LOANS               for 30 days or more, we pay interest at an
(CONTINUED)         effective annual rate of 3-1/2% from the date
- -----------------------------------------------------------------------------------------------------------------------
BENEFICIARY         The beneficiary is named to receive the pro-        described below. You may also choose to
                    ceeds to be paid at the insured's death. You        name a beneficiary whom you cannot change
                    may name one or more beneficiaries on the           without his or her consent. This is an irrev-
                    application. Later, you may name, add, or           ocable beneficiary.
                    change beneficiaries by written request as
                    ---------------------------------------------------------------------------------------------------
                    NAMING, ADDING, OR CHANGING BENEFICIARIES

                    You can name, add, or change beneficiaries          3.
                    by written request if all of these are true:        We have the written consent of all irrevocable
                                                                        beneficiaries.
                    1.
                    This policy is in force;                            A change will take effect as of the date it is
                                                                        signed but will not affect any payment we
                    2.                                                  make or action we take before receiving your
                    The insured is alive; and                           request.
                    ---------------------------------------------------------------------------------------------------
                    PAYING PROCEEDS

                    We pay death proceeds in the following or-          ficiary, each receives an equal share, unless
                    der:                                                you have requested another method in writ-
                                                                        ing. To receive proceeds, a beneficiary must
                    1.                                                  be living on the 10th day after the insured's
                    Collateral assignees, if any, have first priority;  death; then

                    2.                                                  3.
                    The beneficiary, if any, receives any proceeds      If there are no beneficiaries, you receive any
                    that remain. If there is more than one bene-        proceeds that remain.
- -----------------------------------------------------------------------------------------------------------------------
CONTROL OF POLICY   OWNERSHIP

                    As owner, you have the rights and duties            5.
                    outlined in this policy. However, we need the       Name or change a contingent owner;
                    written consent of all irrevocable beneficiaries
                    and collateral assignees, if you wish to:           6.
                                                                        Add a Children's Insurance Rider;
                    1.
                    Surrender this policy or make a partial with-       7.
                    drawal;                                             Add an Additional Insured Rider;

                    2.                                                  8.
                    Take out a policy loan;                             Add a Term Insurance Rider;

                    3.                                                  9.
                    Change the policy to paid-up life insurance;        Change the Face Amount; or

                    4.                                                  10.
                    Change the owner;                                   Change the Death Benefit Option.
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
     4822                                                                                                    20
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<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
CONTROL OF POLICY   We need the written consent of all irrevocable      3.
(CONTINUED)         beneficiaries, if you wish to:                      Assign this policy or any of its benefits as
                                                                        collateral.
                    1.
                    Change a beneficiary;                               Your rights, as outlined in this policy, end at
                                                                        the insured's death.
                    2.
                    Choose or change a Settlement Option; or
                    ---------------------------------------------------------------------------------------------------
                    COLLATERAL ASSIGNMENT

                    You may assign the benefits of this policy as       An assignment is not binding on us until we
                    collateral for a debt. This limits your rights      receive written notice of it. We assume no
                    to the Cash Surrender Value and the benefi-         responsibility as to the validity of any as-
                    ciary's rights to the proceeds. A collateral as-    signment. When we pay proceeds, we may
                    signment does not change the owner. A               rely on what the collateral assignee states as
                    collateral assignee does not have ownership         the debt due.
                    rights.
                    ---------------------------------------------------------------------------------------------------
                    CHANGING OWNERSHIP

                    You can change the owner of this policy by          1.
                    sending us a written request. This is called        Does not change the coverage or the benefi-
                    an "absolute assignment." You transfer all          ciary;
                    your rights and duties as owner to a new
                    owner. The new owner can then make any              2.
                    change the policy allows.                           Applies only if we receive your request;

                    You can also name a contingent owner who            3.
                    will own this policy at your death. You may         Takes effect from the date signed;
                    name, change, or withdraw a contingent
                    owner by sending us a written request.              4.
                                                                        Does not affect any payment we make or
                    An absolute assignment or contingent owner          action we take before receiving your request;
                    request:                                            and

                                                                        5.
                                                                        Is not a collateral assignment.
- -----------------------------------------------------------------------------------------------------------------------
SETTLEMENT OPTIONS  Settlement Options are ways of paying the           2.
                    proceeds of this policy. These options apply        Proceeds payable upon full surrender of this
                    to:                                                 policy for its Cash Surrender Value.

                    1.                                                  Proceeds applied under a settlement option
                    Payment of proceeds at death; and                   no longer earn interest at the rate applied to
                                                                        the Fixed Account or participate in the in-
                                                                        vestment experience of the Variable Account.
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
    84-676                                                                                                   21
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<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
SETTLEMENT OPTIONS  CHOOSING OPTIONS
(CONTINUED)
                    Settlement Options are chosen or withdrawn          We issue a supplemental contract for pro-
                    by making a written agreement with us or by         ceeds applied under any option. We need not
                    sending us written notice. Our approval is          accept an option where less than $2,500 will
                    needed for an option to be chosen or with-          be applied for each payee. In this case, we
                    drawn. Before the insured's death, only you         may pay a payee's proceeds in one sum.
                    can choose or withdraw an option. After the         Under an installment option, each payment
                    insured's death, a beneficiary may choose an        must be at least $25. If needed, we may in-
                    option depending on prior restrictions made         crease the time between payments to three
                    by you or a collateral assignee. A change of        months, six months, or a year to make each
                    beneficiary or owner withdraws all chosen           payment at least $25.
                    options; you must choose again any options
                    you want.
                    ---------------------------------------------------------------------------------------------------
                    PAYING PROCEEDS

                    A payee is one to whom we may pay part or           OPTION 2
                    all of the proceeds or interest. The primary
                    payee is the first person to whom benefits are      We pay the proceeds with interest in equal
                    payable. If the primary payee dies before we        installments for the amount you choose at
                    have made all payments under Options 2, 3,          equal intervals until the proceeds and interest
                    or 4, we pay the remaining payments to any          are all paid. The interval you choose may be
                    contingent payee. We pay the proceeds in            a month, 3 months, 6 months, or a year. The
                    one sum, unless one or more of the following        amount chosen for each installment must be
                    options are requested and we agree to it. We        such that the total installments payable in
                    will also use any other method of payment           any 12 months is at least 7% of the total
                    that is acceptable to you and to us.                amount of the proceeds.

                    Under Options 2, 3, 4, and 5, we pay the first      The last installment will be for the remaining
                    installment as of the date we issue a supple-       proceeds and interest, and might not be equal
                    mental contract to pay the proceeds.                to the other installments.

                    Under Option 6, we pay the first installment
                    at the end of the interval it applies to.           OPTION 3

                                                                        We pay the proceeds in equal installments at
                    OPTION 1                                            equal intervals for the number of years you
                                                                        choose. The interval may be a month, three
                    The proceeds are left with us to earn interest.     months, six months, or a year. Use the Option
                    The withdrawal rights, the length of time we        3 Table to determine the amount of each in-
                    will hold the proceeds, and any future change       stallment. If you ask, we will tell you the
                    of option are subject to our approval.              payment amounts for numbers of years or in-
                                                                        tervals not shown.
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
     4823                                                                                                    22
- ------------------                                                                                   ------------------
</TABLE>


<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
SETTLEMENT OPTIONS  OPTION 3 TABLE                                      We compute the installments using the cal-
(CONTINUED)         --------------------------------------------        endar year in which the proceeds are applied
                    NUMBER OF             MONTHLY PAYMENTS              and the payee's sex and age at that time. We
                    YEARS                 PER $1000                     require written proof of the payee's age. The
                                          OF PROCEEDS                   Option 4 Table shows the amount of each in-
                    --------------------------------------------        stallment for a 120-month "certain" period
                      5                   $18.12                        plus as long after as the primary payee lives.
                     10                   $ 9.83                        We compute the amount of each installment
                     15                   $ 7.10                        for the other "certain" periods on a similar
                     20                   $ 5.75                        basis. If you ask, we will tall you any of these
                     25                   $ 4.96                        payment amounts.
                    --------------------------------------------

                    OPTION 4                                            OPTION 4 TABLE
                                                                        -----------------------------------------------
                    The proceeds are used to provide an annuity         MONTHLY INCOME WITH 120 MONTHS CERTAIN
                    with 60, 120, 180, or 240 months "certain".         -----------------------------------------------
                    This means that we continue paying the pri-                          MONTHLY INCOME
                    mary payee in equal monthly installments for                         PER $1000 OF PROCEEDS
                    as long as the primary payee lives with a           ------------------------------------------------
                    number of months "certain". "Certain" means                          Male          Female
                    that we make payments for at least as long          Age              ----          -------
                    as the period you choose (either 60, 120,
                    180, or 240 months), no matter when the             50               $4.50         $4.23
                    primary payee dies. If the primary payee dies       55                4.88          4.56
                    before the "certain" period ends, the remain-       60                5.38          5.00
                    ing payments are payable to the contingent          65                6.03          5.58
                    payee.                                              70                6.85          6.38
                                                                        -----------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
     84-677                                                                                                  23
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<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
SETTLEMENT OPTIONS  OPTION 5                                            OPTION 5 TABLE
(CONTINUED)                                                             -----------------------------------------------
                    The proceeds are used to provide a "joint and       ORIGINAL MONTHLY INSTALLMENT FOR EACH
                    two-thirds to survivor" life income for two         $1000 OF PROCEEDS ACCORDING TO THE AGE
                    payees. We make monthly payments jointly            AND SEX OF EACH PAYEE.
                    to the two payees as long as they both live.        -----------------------------------------------
                    When one payee dies, the other receives                                Male Age
                    two-thirds of the amount of the joint monthly       Female            60     65     70
                    payment for life. Payments stop when both           Age           ----------------------------
                    payees have died. We compute the payment             60             $5.65   $5.95   $6.29
                    amounts using the calendar year in which the         65              5.99    6.36    6.77
                    proceeds are applied and the payees' sexes           70              6.39    6.86    7.39
                    and ages when the proceeds are applied. The          ----------------------------------------------
                    original monthly payment for joint payees,
                    one male and one female, is shown for se-
                    lected ages in the Option 5 Table. We will          OPTION 6 (ANNUITY OPTION)
                    quote values for other age and sex combina-
                    tions upon request.                                 The proceeds are used to provide an annuity.
                                                                        Each annuity installment is 103% of the
                                                                        payment that we would make if the payee
                                                                        had used the proceeds to buy a similar, non-
                                                                        participating, single premium immediate an-
                                                                        nuity at our rates on the date the proceeds
                                                                        are applied. We pay these installments at the
                                                                        end of the interval to which they apply. We
                                                                        will not apply this option if a similar option
                                                                        would be more favorable to the payee when
                                                                        proceeds are applied.
                    ---------------------------------------------------------------------------------------------------
                    DEATH OF PAYEE

                    Unless we have agreed otherwise, if a payee         1.
                    dies after we have paid or credited proceeds        Under Option 2, we will pay any unpaid sum
                    under Option 1, we will pay the proceeds and        left with us plus any unpaid interest on that
                    any unpaid interest in one sum to the payee's       sum.
                    estate. Unless we have agreed otherwise, if a
                    payee dies after we have paid or credited           2.
                    proceeds under Options 2, 3, or 4, we will          Under Option 3, we will pay the commuted
                    pay the remaining payments to any contin-           value (based on interest at an effective annual
                    gent payees. If there are no contingent             rate of 3-1/2%) of any unpaid installments.
                    payees, we pay the following amounts to the
                    primary payee's estate.                             3.
                                                                        Under Option 4, we will pay the commuted
                                                                        value (based on interest at an effective annual
                                                                        rate of 3-1/2%) of any unpaid installments
                                                                        remaining in the "certain" period.
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
     4824                                                                                                    24
- ------------------                                                                                   ------------------
</TABLE>


<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
SETTLEMENT OPTIONS  PROTECTION OF PROCEEDS
(CONTINUED)
                    Unless we agree to it, a payee may not do           5.
                    any of the following:                               Surrender the supplemental contract for cash;

                    1.                                                  6.
                    Withdraw any part of the proceeds or inter-         Borrow against the supplemental contract; or
                    est;
                                                                        7.
                    2.                                                  Assign the supplemental contract.
                    Change the fixed payment intervals or the
                    length of the payment period;                       If the payee chooses Options 1, 2, or 3, the
                                                                        payee may change the option and transfer the
                    3.                                                  funds that remain to a new option. This ap-
                    Change the settlement option;                       plies unless prevented by a written agreement
                                                                        with us.
                    4.
                    Change the amount of payment;                       A payee's creditors may not claim any of the
                                                                        proceeds or interest. This provision applies
                                                                        unless altered by federal or state law.
                    ---------------------------------------------------------------------------------------------------
                    INTEREST ON SETTLEMENT OPTIONS

                    We base the interest rate for proceeds ap-          In determining amounts to be paid under
                    plied under Options 1 and 2 on the interest         Options 3 and 4, we assume interest at an
                    rate we declare on funds that we consider to        effective annual rate of 3-1/2%. Also, for
                    be in the same classification based on the          Option 3 and "certain" periods under Option
                    option, restrictions on withdrawal, and other       4, we credit any excess interest we may de-
                    factors. The interest rate will never be less       clare on funds that we consider to be in the
                    than an effective annual rate of 3-1/2%.            same classification based on the option, re-
                                                                        strictions on withdrawal, and other factors.
- -----------------------------------------------------------------------------------------------------------------------
GENERAL PROVISIONS  VOTING OF MUTUAL FUND SHARES

                    While this policy is in force, you have the         2.
                    right to instruct us how to vote the mu-            The assets of the Variable Account are allo-
                    tual fund shares attributable to this policy.       cated to Sub-accounts that are invested in
                    All fund proxy material and forms used to           mutual funds shares.
                    give voting instructions will be sent to per-
                    sons having voting interests.                       We may vote the mutual fund shares held in
                                                                        the Sub-accounts at our discretion if we de-
                    We will vote the mutual fund shares held in         termine that, because of applicable law or
                    Sub-accounts according to the instructions          regulation, we do not have to vote the mutual
                    received, as long as:                               fund shares according to the voting in-
                                                                        structions received.
                    1.
                    The Variable Account is registered as a unit
                    investment trust under the Investment Com-
                    pany act of 1940; and
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
    84-678                                                                                                   25
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<PAGE>


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                 <C>
GENERAL PROVISIONS  If we do not receive timely voting instructions     by their instructions will be determined as of
(CONTINUED)         from you, we will vote the applicable mutual        a record date selected by us, not more than
                    fund shares in proportion to the instructions       90 days before the meeting of the applicable
                    which are received with respect to the other        mutual fund.
                    policies providing benefits related to the ap-
                    plicable Sub-account.                               This policy does not give you the right to vote
                                                                        at meetings of our stockholders and/or
                    The persons entitled to give voting in-             policyholders.
                    structions and the number of votes affected
                    ---------------------------------------------------------------------------------------------------
                    SUBSTITUTION OF MUTUAL FUND SHARES

                    We may substitute shares of another mutual          3.
                    fund for mutual fund shares already pur-            We deem it necessary under the Investment
                    chased.                                             Company Act of 1940.

                    We may make a substitution if any of the            We will not substitute any shares attributable
                    following occur.                                    to your interest in a Sub-account of the Vari-
                                                                        able Account without prior notice to you and
                    1.                                                  prior approval of the Securities and Exchange
                    The shares of a mutual fund in which a Sub-         Commission, to the extent required by the In-
                    account invests are no longer available for         vestment Company Act of 1940 or other ap-
                    purchase by the Sub-account;                        plicable law.

                    2.
                    In our judgment, investment in a particular
                    mutual fund becomes inappropriate in view
                    of the purposes of this policy; or
                    ---------------------------------------------------------------------------------------------------
                    PAYMENT OF PROCEEDS

                    We pay all proceeds of this policy from our         As of the date of death, the proceeds no
                    Home Office in Minneapolis, Minnesota. Be-          longer earn interest at the rate applied to the
                    fore paying the proceeds, we may require            Fixed Account or participate in the invest-
                    that you send us this policy. We make pay-          ment experience of the Variable Account. If
                    ments under Settlement Options 4, 5, and 6          payment is delayed more than 30 days, we
                    only to a natural person in that person's own       pay interest on the proceeds at death for the
                    right. We adjust the proceeds payable on the        time between the insured's death and the
                    death of the insured as follows:                    earlier of the following:

                    1.                                                  1.
                    We refund any policy loan interest charged          The date we pay proceeds; or
                    but not earned;
                                                                        2.
                    2.                                                  The date we issue a supplemental contract.
                    We deduct any Loan Amount; and
                                                                        Interest on these funds is never less than an
                    3.                                                  effective annual rate of 3-1/2%.
                    We deduct any unpaid Monthly Deductions
                    due on or before the insured's death.
                    ---------------------------------------------------------------------------------------------------
                    BENEFITS AT AGE 95

                    If the insured is living at Age 95, the Cash
                    Surrender Value will automatically be used to
                    purchase single premium paid-up insurance.
- -----------------------------------------------------------------------------------------------------------------------


- ------------------                                                                                   ------------------
     4825                                                                                                    26
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</TABLE>


<PAGE>
<TABLE>
<S>                 <C>                                                 <C>
- ------------------------------------------------------------------------------------------------------------------------
GENERAL PROVISIONS  INCONTESTABILITY
(CONTINUED)
                    This policy has a two-year contestable period       If you make a Face Amount increase or pre-
                    running from the Issue Date shown on the            mium payment which requires proof of
                    Policy Data Page. After this policy has been        insurability, the corresponding Death Benefit
                    in force during the insured's lifetime for two      increase has its own two-year contestable
                    years from the Issue Date, we cannot claim          period measured from the date of the increase
                    your policy is void or refuse to pay any pro-       in Death Benefit.
                    ceeds unless the policy has lapsed.
                                                                        If this policy is reinstated, this provision will
                                                                        be measured from the date of reinstatement.
                    ----------------------------------------------------------------------------------------------------
                    AGE AND SEX

                    If the insured's age or sex is misstated, the       recent cost of insurance would purchase us-
                    Death Benefit including paid-up life insur-         ing the current cost of insurance rate for the
                    ance, if any, will be the amount that the most      correct age and sex.
                    ----------------------------------------------------------------------------------------------------
                    SUICIDE

                    If the insured commits suicide, while sane or       insurability, the corresponding Death Benefit
                    insane, within two years of the Issue Date,         increase has its own two-year suicide limita-
                    we do not pay the Death Benefit. Instead, we        tion for the proceeds associated with that in-
                    refund all premiums paid on this policy and         crease. If the insured commits suicide, while
                    any attached riders, minus any Loan Amounts         sane or insane, within two years of the effec-
                    and partial withdrawals.                            tive date of the increase, we pay the Death
                                                                        Benefit prior to the increase and refund the
                    If you make a Face Amount increase or pre-          cost of insurance for that increase.
                    mium payment which requires proof of
                    ----------------------------------------------------------------------------------------------------
                    TERMINATION

                    This policy terminates when any of the fol-         3.
                    lowing occur:                                       The policy is surrendered for its full Cash
                                                                        Surrender Value.
                    1.
                    The required payment is not paid by the end         If we make a Monthly Deduction from the
                    of the grace period;                                Accumulation Value after this policy termi-
                                                                        nates, the deduction is not considered a rein-
                    2.                                                  statement of the policy or a waiver of the
                    The insured dies; or                                termination.
                    ----------------------------------------------------------------------------------------------------
                    CONVERSION RIGHT

                    During the first two policy years, you may          The death benefit of the new policy will be,
                    "convert" this policy to any fixed benefit          at your option, either:
                    whole life insurance policy issued by us in the
                    state of New Jersey. Also, during the first 24      1.
                    months following the effective date of a Face       A death benefit which is equal to the Death
                    Amount increase, you may "convert" the Face         Benefit of this policy on the effective date of
                    Amount increase of this policy to any fixed         the conversion, or in the case of a Face
                    benefit whole life insurance policy issued by       Amount increase, a death benefit equal to the
                    us in the state of New Jersey. The new pol-         increase in Face Amount; or
                    icy will be issued for the insured without
                    proof of insurability. The premium class for        2.
                    the new policy will be the same as the pre-         A net amount at risk which equals the Death
                    mium class for this policy. If the entire policy    Benefit of this policy on the effective date of
                    is being converted, the date of the new policy      the conversion, less the Accumulation Value
                    will be the Policy Date of this policy. If a        on that date, or in the case of a Face Amount
                    Face Amount increase is being converted, the        increase, a net amount at risk which equals
                    date of the new policy will be the effective        the Face Amount increase on the effective
                    date of the Face Amount increase.                   date of the conversion less the Accumulation
                                                                        Value on that date which is considered to be
                                                                        part of the Face Amount increase.
- ------------------------------------------------------------------------------------------------------------------------



- ----------------                                                                                         ---------------
    85-047                                                                                                      27
- ----------------                                                                                         ---------------
</TABLE>


<PAGE>
<TABLE>
<S>                 <C>                                                 <C>
- ------------------------------------------------------------------------------------------------------------------------
GENERAL PROVISIONS  The conversion will be made upon the fol-           d.
(CONTINUED)         lowing:                                             If this entire policy is being converted, you
                                                                        must repay any outstanding Loan Amount.
                    a.
                    We must receive a written conversion re-            e.
                    quest.                                              If this entire policy is being converted, the
                                                                        effective date of the conversion will be the
                    b.                                                  date on which we receive both your written
                    If this entire policy is being converted, this      conversion request and this policy. If you are
                    policy must be surrendered to us.                   converting a Face Amount increase, the ef-
                                                                        fective date of the conversion will be the date
                                                                        on which we receive your written conversion
                    c.                                                  request.
                    The conversion must be made while this pol-
                    icy is in force.
                    ----------------------------------------------------------------------------------------------------
                    ANNUAL STATEMENT

                    Each year we will send you an annual state-         g.
                    ment, free of charge, showing the following:        Death Benefit;

                    a.                                                  h.
                    Face Amount;                                        Loan Amounts;

                    b.                                                  i.
                    Cash Surrender Values;                              Partial withdrawals;

                    c.                                                  j.
                    Accumulated Values;                                 Transfers; and

                    d.                                                  k.
                    Premiums paid;                                      Charges since the last statement.

                    e.                                                  We will make a charge not to exceed $50 for
                    Planned periodic premiums;                          any additional statements you request.

                    f.
                    Interest credits;
                    ----------------------------------------------------------------------------------------------------
                    PROJECTION REPORT

                    If you ask, we will provide a report projecting     c.
                    future results. The report will be based on         The Accumulation Value at the end of the
                    the following:                                      prior policy year; and

                    a.                                                  d.
                    The Death Benefit Option you specify;               Any other assumptions specified by you or
                                                                        us, subject to any limitations imposed by the
                    b.                                                  Securities and Exchange Commission.
                    Planned periodic premiums you specify;
                                                                        We will make a charge not to exceed $50 for
                                                                        each Projection Report you request.
                    ----------------------------------------------------------------------------------------------------
                    NONPARTICIPATING

                    This contract does not entitle you to partic-       investment yield rates, mortality rates, taxes,
                    ipate in our surplus. We will determine cost        policy persistency and other experience fac-
                    of insurance rates, expense charges, and the        tors. We will not increase your cost of insur-
                    interest rate we credit to the Fixed Accumu-        ance rates or expense charges, or decrease
                    lation Value based upon our expectations as         the interest rate we credit to your Fixed Ac-
                    to future cost factors and investment income.       cumulation Value in order to recover our past
                    In setting cost of insurance rates, we consider     losses.
                    many factors, including, but not limited to,
- ------------------------------------------------------------------------------------------------------------------------



- ----------------                                                                                         ---------------
     5083                                                                                                      28
- ----------------                                                                                         ---------------
</TABLE>

<PAGE>
<TABLE>
<S>                 <C>                                                 <C>
- ------------------------------------------------------------------------------------------------------------------------
GENERAL PROVISIONS  AMENDMENT
(CONTINUED)         We reserve the right to amend this policy to        -  The Code;
                    include any future changes relating to the
                    following:                                          -  Internal Revenue Service rulings and
                                                                           regulations; and
                    1.
                    Any Securities and Exchange Commission              -  Any requirements imposed by the
                    rulings and regulations;                               Internal Revenue Service.

                    2.                                                  We will send you a copy of any amendments
                    This policy's qualification for treatment as a      promptly.
                    Life Insurance policy under the following:
                    ----------------------------------------------------------------------------------------------------
                    DISCLAIMER

                    We are not liable for any tax or tax penalty        the requirements of the Code, regulations and
                    you owe resulting from failure to comply with       rulings imposed on this policy.
- ------------------------------------------------------------------------------------------------------------------------

















- ----------------                                                                                         ---------------
    85-173                                                                                                      29
- ----------------                                                                                         ---------------
</TABLE>
<PAGE>

<TABLE>

<S>                 <C>                                                 <C>
- ---------------------------------------------------------------------------------------------------------------------
                    FLEXIBLE PREMIUM
                    VARIABLE LIFE
                    INSURANCE POLICY
                    -------------------------------------------------   ---------------------------------------------
                    Variable and/or Fixed                               Death Benefit Guarantee
                     Accumulation Values                                ---------------------------------------------
                    -------------------------------------------------   Death Benefit Options
                    Flexible Premiums Payable to the                    ---------------------------------------------
                     Insured's Age 95                                   Nonparticipating
                    -------------------------------------------------   ---------------------------------------------
                    Adjustable Face Amount
                    -------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
NOTICE              To make a claim or exercise your                    Writing directly to us will save time and
                    rights under this policy, please write to           expense. You do not need to hire any
                    us at the address below and include                 person, firm, or corporation unless,
                    your policy number:                                 because of a dispute, you wish to.

[LOGO]              NORTHWESTERN NATIONAL LIFE INSURANCE
                    COMPANY

                    Box 20
                    Minneapolis
                    Minnesota 55440

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









- ----------------
Page 30   85-174
- ----------------
</TABLE>

<PAGE>


                                                                       EX-99.2


February 22, 1996


Northwestern National Life
 Insurance Company
20 Washington Avenue South
Minneapolis, Minnesota 55440


Madam/Sir:

     In connection with the proposed registration under the Securities Act of
1933, as amended, of flexible premium variable life insurance policies (the
"Policies") and interests in Select*Life Variable Account (the "Variable
Account"), I have examined documents relating to the establishment of the
Variable Account by the Board of Directors of Northwestern National Life
Insurance Company (the "Company") as a separate account for assets applicable
to variable contracts, pursuant to Minnesota Statutes Sections 61A.13 to
61A.21, as amended, and the Registration Statement, on Form S-6, File
No. 33-57244 (the "Registration Statement") and I have examined such other
documents and have reviewed such matters as I deemed necessary for this
opinion, and I advise you that in my opinion:

     1.  The Variable Account is a separate account of the Company duly
         created and validly existing pursuant to the laws of the Statute of
         Minnesota.

     2.  The Policies, when issued in accordance with the Prospectus
         constituting a part of the Registration Statement and upon compliance
         with applicable local law, will be legal and binding obligations of the
         Company in accordance with their respective terms.

     3.  The portion of the assets held in the Variable Account equal to
         reserves and other contract liabilities with respect to the Variable
         Accounts are not chargeable with liabilities arising out of any other
         business the Company may conduct.

     I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement
and to the references to me wherever appearing therein.

Very truly yours,


/s/ JAMES E. NELSON
- ----------------------

James E. Nelson
Counsel



<PAGE>


                                                                      EX-99.D1

            DESCRIPTION OF NORTHWESTERN NATIONAL LIFE INSURANCE
          COMPANY'S PURCHASE, REDEMPTION, TRANSFER, AND CONVERSION
                            PROCEDURES FOR POLICY


This document sets forth the administrative procedures that will be followed
by Northwestern National Life Insurance Company ("NWNL") in connection with
the issuance of its Flexible Premium Variable Life Insurance Policy (the
"Policy") described in this Registration Statement, the transfer of the
Policy's assets, the redemption by Policy owners of their interests in the
Policies and conversion to fixed benefit insurance. Unless otherwise defined
herein, all capitalized terms used below have the meanings ascribed to them
in the Prospectus for the Policy contained in this Registration Statement.


          "PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS

The following is a summary of the principal Policy provisions and
administrative procedures which constitute either direct or indirect purchase
transactions. The insurance aspects of the Policy cause procedures to differ
in certain significant respects from purchase procedures of mutual funds or
contractual plans.

PREMIUM SCHEDULES AND UNDERWRITING STANDARDS

Premiums for the Policy will not be the same for all Policy owners. There is
no insurance until the initial premium is paid. The initial premium must be
equal to or greater than three Minimum Monthly Premiums (see "Payment and
Allocation of Premiums - Minimum Initial Premium") unless the Policy owner
authorizes premiums to be paid by bank account monthly deduction or
government allotment. In those cases, NWNL will accept one Minimum Monthly
Premium.

The Policy has a Death Benefit Guarantee if the Policy owner chooses to pay
premiums sufficient to maintain the Death Benefit Guarantee set forth in the
Policy. If the Death Benefit Guarantee is in effect during the Death Benefit
Guarantee Period (until the Insured reaches age 65 or five Policy Years, if
longer) NWNL will then guarantee that the Policy will remain in force during
such period, even if the Policy's Cash Surrender Value is not sufficient to
pay the Monthly Deduction due.

After the initial premium, the Policy owner will determine a planned periodic
premium schedule that provides for a level premium payable at a fixed
interval. Payment of premium according to this schedule is not, however,
mandatory and failure to do so will not of itself cause the Policy to lapse.
Instead, Policy owners may determine the amount and timing of subsequent
premiums subject to the following restrictions:

     1.  In most cases, payment of a cumulative premium sufficient
         to maintain the Death Benefit Guarantee will be required to
         keep the Policy in force during the Death Benefit Guarantee
         period.

     2.  NWNL may choose not to accept a premium less than $25.00.


                                    Page 1
<PAGE>


     3.  NWNL may require proof that the insured is still insurable
         if any premium would increase the difference between the
         Death Benefit Guarantee and the Accumulation Value.

     4.  NWNL will return to the Policy owner any premium paid that
         would exceed the current maximum premium payments allowed
         for life insurance under federal law.

The Policy will stay in force as long as the Cash Surrender Value is
sufficient to pay the Monthly Deduction (the charges imposed in connection
with the Policy). The amount of premium, if any, required to keep the Policy
in force depends on the Cash Surrender Value which in turn depends on such
factors as the investment experience, the amount of any outstanding loans,
and the Surrender Charge. The Monthly Deduction varies with the cost of
insurance charge. The cost of insurance is based on the principal of pooling
and distribution of mortality risks, which assumes that each Policy owner
pays a premium commensurate with his or her mortality risk which is
actuarially determined based on attained age, premium rate class, and in most
instances, the insured's sex. The same rate applies to all insureds in a
given actuarial category. The rate is based on NWNL's expectations as to
future mortality experience.

The Policy will be sold according to established underwriting standards and
state insurance laws. State insurance laws prohibit unfair discrimination
among Policy owners but recognize that premiums must be based on factors such
as age, health, occupation and in most states, the sex of the insured.

APPLICATION AND INITIAL PREMIUM PROCESSING

NWNL will follow certain insurance underwriting procedures to determine
whether the proposed insured is insurable. Underwriting evaluates risks from
the information on the application, verification procedures such as medical
examinations, and additional information furnished by the applicant on
request. NWNL will not issue the Policy until the underwriting procedure has
been completed.

If the minimum initial premium is submitted with the application, insurance
coverage will begin on the Issue Date. The Issue Date will ordinarily be the
later of the date of the application or the date of any required medical
examination undertaken according to NWNL's underwriting requirements. When,
however, underwriting approval has not occurred within 45 days of receipt of
the application, the Issue Date will be the date of underwriting approval. If
a premium is not paid with the application, insurance coverage will begin on
the later of the Issue Date or the date the premium is received.

In the case of policies issued under government allotment, the Issue Date
will be the first day of the month in which NWNL collects the first premium
from government allotment deduction, regardless of whether a premium is
collected with the application. The premium collected with the application
will be allocated to the Variable Account and Fixed Account on the Valuation
Date next following the Issue Date.

The Policy Date is generally the same date as the Issue Date. It is used in
determining Policy Years, Policy Months, Monthly Anniversaries and Policy
Anniversaries. It is also the date as of which the insurance age of the
proposed insured is determined. A Policy Date may be any other date mutually
agreed to by NWNL and the Policy owner.


                                    Page 2
<PAGE>


NWNL will credit Net Premiums (gross premiums less the Premium Expense
Charge) from the Policy to the Select*Life Variable Account ("Variable
Account") or to the Fixed Account on the later of the following dates:

     1.  The Valuation Date(1) following the date of underwriting
         approval;

     2.  The Valuation Date on or next following the Policy Date;

     3.  The Valuation Date on or next following the date NWNL
         receives at least the required minimum initial premium
         payment; or

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

ALLOCATION OF PREMIUMS

The Policy owner chooses the initial allocation of Net Premiums to the Fixed
Account (in those states where it is available) and the Sub-Accounts of the
Variable Account on the application for the Policy. The Policy owner may
change the allocation at any time by notifying NWNL in writing. The Policy
owner may allocate 100% of Net Premiums to any Sub-account or the Policy
owner may divide in whole percentages the Net Premium and allocate such
amounts among more than one Sub-account. NWNL reserves the right to adjust
the allocation of Net Premiums to eliminate fractional percentages.

PREMIUM PROCESSING

Whenever a premium payment is received, NWNL will subtract 5% of the premium
as a Premium Expense Charge. NWNL may, in the future, deduct a premium
processing charge of up to $2.00 from each premium payment as a part of this
charge. The Net Premium is credited to the Variable and/or Fixed Account on
the Valuation Date on or next following the date NWNL receives the premium
payment in accordance with the Policy owner's current premium allocation.

REINSTATEMENT

A lapsed Policy and any riders may be reinstated anytime within five years
after lapse as long as the Policy has not been surrendered for its Cash
Surrender Value. To reinstate the Policy and any riders the Policy owner must
submit evidence of insurability satisfactory to NWNL for the insured, and
must pay a premium sufficient to keep the Policy and any riders in force for
at least two months following the date of reinstatement.

The Death Benefit Guarantee cannot be reinstated.

LOAN REPAYMENTS

The interest rate charged on Policy loans will be an annual rate of 7.40%,
payable in advance. After the tenth Policy Year, NWNL will charge interest at
an annual rate of 5.21%, payable in advance, on that portion of the 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 7.40%.

A Policy loan may be repaid anytime while the insured is living before the
insured reaches age 95. Unless the Policy owner specifies that a payment is a
loan repayment, NWNL


                                    Page 3
<PAGE>


generally considers any payments it receives as premium payments and not loan
repayments. However, NWNL reserves the right, at its discretion, to apply any
payment it receives as a loan repayment.

Loan repayments are credited to the Fixed Account and the Variable Account in
the form of Net Premiums without a Premium Expense Charge. NWNL credits
repayments according to the current premium allocation. Repayments are
credited at the end of the Valuation Period during which the payment was
received.

CORRECTION OF A MISSTATEMENT OF AGE OR SEX

If the insured's age or sex is misstated, NWNL adjusts the proceeds by the
difference between the Monthly Deductions made and those that should have
been made.

         "REDEMPTION PROCEDURES": SURRENDER AND RELATED TRANSACTIONS

The following is a summary of the principal Policy provisions and
administrative procedures which constitute redemptions under the Policy.
These procedures differ in certain significant respects from redemption
procedures of mutual funds or contractual plans.

CASH SURRENDER VALUE

At any time before the earlier of the death of the insured or the maturity
date, the Policy owner may totally surrender the Policy by sending NWNL a
written request. The amount available for surrender is the Accumulation Value
of the Policy reduced by any Loan Amount, unpaid Monthly Deductions, and
during the first 15 Policy Years and the first 15 years following a
requested increase in Face Amount, this amount is also reduced by a Surrender
Charge. The Surrender Charge is determined separately for the Face Amount and
any subsequent increases in Face Amount. The Surrender Charge is based on
several factors such as the Face Amount, the Policy Year, and the insured's
age and sex. The Surrender Charge is shown in the Policy. The total amount
available at surrender is called the Cash Surrender Value.

The Cash Surrender Value is calculated at the end of the Valuation Period
during which NWNL receives the Policy owner's surrender request. The Policy
owner may, however, elect to receive all or part of the Cash Surrender Value
under one of the settlement options described in the Policy. All fixed
benefit settlement options are subject to the restrictions and limitations
set forth in the Policy.

PARTIAL WITHDRAWALS

The Policy owner may also withdraw part of the Policy's Cash Surrender Value
by sending NWNL a written request. Only one partial withdrawal is allowed in
any Policy Year. The amount of any partial withdrawal must be at least
$500.00 but may not be more than 20% of the Cash Surrender Value. NWNL
currently makes a $10.00 charge for each partial withdrawal. NWNL makes
partial withdrawals from the Fixed Accumulation Value and the Variable
Accumulation Value on a proportionate basis. For the purpose of determining
the proportions, the outstanding Loan Amount is subtracted from the Fixed
Accumulation Value.


                                    Page 4
<PAGE>


NWNL will generally pay the partial withdrawal within seven days of receipt of
the written request(2).

DEATH BENEFITS AND BENEFITS AT AGE 95

As long as the Policy is in force, NWNL will generally pay the proceeds of
the Policy to the named beneficiary in accordance with the designated Death
Benefit Option within seven days after the receipt of due proof of the
Insured's death. Payment of proceeds may, however, be postponed under certain
circumstances(2). The amount of the Death Benefit is determined on the
Valuation Date on or next following the date of the insured's death. The
proceeds payable under the designated Death Benefit Option will be reduced by
any Loan Amount and any unpaid Monthly Deduction. These proceeds will be
increased by any additional insurance provided by rider and by the refund of
any unearned Policy loan interest.

The amount of the Death Benefit is guaranteed not to be less than the current
Face Amount of the Policy. The Death Benefit may, however, exceed the current
Face Amount. The amount by which the Death Benefit exceeds the Face Amount
depends upon the Death Benefit Option in effect and the Accumulation Value of
the Policy. Under the Level Amount Option, the Death Benefit is the greater
of the Face Amount or the applicable percentage of Accumulation Value set
forth in the Option. Under the Variable Amount Option, the Death Benefit will
always vary with the Accumulation Value since the Death Benefit is the
greater of the Face Amount plus the Accumulation Value of the Policy, or the
applicable percentage of the Accumulation Value set forth in the Option.

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 the insured notifies NWNL in
writing on or before attaining age 95 that the Cash Surrender Value should be
paid in cash.

LOANS

After the first Policy Year, the Policy owner may use the Policy as security
to take out a loan. The maximum amount that the Policy owner may borrow at
any time is 75% of the Policy's Cash Value (the Accumulation Value less any
Surrender Charge). As required by state law, higher percentages of Cash Value
may be borrowed by Policy owners in Texas (100%) and in Alabama, Maryland,
and Virginia (90%). Each Policy loan must be at least $500.00 except in
Connecticut where the loan must be at least $200.00. The Loan Value will be
determined on the Valuation Date following the date the request was received.

The portion of the loan allocated to the Sub-accounts of the Variable Account
will normally be paid within seven days after receipt of the written request.
Postponement of loans may take place under certain circumstances(2).

The amounts held as security for the Policy loan are segregated within the
Fixed Accumulation Value of the Policy but will be credited with interest on
a basis different from other amounts in the Fixed Account. The total of all
outstanding loans is called the Loan Amount. All amounts held in the Fixed
Account as security for Policy loans will be credited with interest at an
effective annual rate currently equal to 5.50% (guaranteed to be no less than
4.00%). No additional interest will be credited to these amounts.


                                    Page 5
<PAGE>


The interest rate charged on Policy loans will be an annual rate of 7.40%,
payable in advance. After the tenth Policy Year, NWNL will charge interest at
an annual rate of 5.21%, payable in advance, on that portion of the Loan
Amount that is not in excess of (a) 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 7.40%.

Amounts held as security for a Policy loan will come from the Fixed Account
and the Sub-accounts of the Variable Account in the same proportion that
the Policy's Fixed Accumulation Value less any Loan Amount and the Policy's
Variable Accumulation Value in each Sub-account, bear to the Policy's total
Accumulation Value less any Loan Amount.

The portion of the Policy loan allocated to each Sub-account will be
transferred from the Sub-account to the Fixed Account thereby reducing the
value held in the Sub-account.

The Loan Amount is deducted from the total premium paid for purposes of
calculating whether the Policy owner has paid premiums sufficient to maintain
the Death Benefit Guarantee. The Loan Amount is deducted from the proceeds
when NWNL pays a death claim. Loans have priority over the claims of an
assignee or any other person. A Policy loan may be repaid in whole or in
part at any time on or before the insured's age 95 while the insured is
living.

POLICY LAPSE

If the Death Benefit Guarantee is not in effect, the Policy will lapse at the
end of a 61-day grace period if, as of that Monthly Anniversary, the Loan
Amount is greater than the Policy's Accumulation Value (plus any Sales Charge
Refund) reduced by the applicable Surrender Charge; or the Cash Surrender
Value (plus any Sales Charge Refund) is not sufficient to pay the Monthly
Deduction due. The grace period begins on the date NWNL notifies the Policy
owner and any collateral assignees of record of the required premium. The
Policy owner will then have 61 days from the date the notice is mailed, to
make the required payment to keep the Policy in force. If the payment is not
received within the 61-day period, the Policy will lapse. If the insured dies
during this 61-day period, the Loan Amount and any unpaid Monthly Deductions
will be deducted from the proceeds payable.

                                   TRANSFERS

The Variable Account currently has four series Funds with seventeen
portfolios available for investment by the Sub-accounts. Each Sub-account
invests in shares, at net asset value, of a specified portfolio of the four
series Funds. A Policy owner may transfer Accumulation Value between the
Fixed Account and the Sub-accounts of the Variable Account or among the
Sub-accounts of the Variable Account by written request, subject to any
conditions the Funds whose shares are involved may impose. NWNL currently
allows twelve transfers in a Policy Year, although it reserves the right to
limit transfers to no more than four per Policy Year. NWNL considers all
transfers received in the same request and made on the same initial Valuation
Date as one transfer. Transfers are made on the Valuation Date on or next
following the date the request is received.

To transfer all or part of the Variable Accumulation Value from a
Sub-account, Accumulation Units are redeemed and their value is reinvested in
other Sub-accounts or in the Fixed Account as directed by the Policy owner.


                                    Page 6
<PAGE>


A Policy owner may transfer all or part of the Fixed Accumulation Value to
the Sub-accounts of the Variable Account, subject to the following
limitations:

     1.  The request to transfer 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;

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

     3.  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 $1,000.00, in which event
         the full Fixed Accumulation Value, less any Loan Amount, may
         be transferred; and

     4.  The Policy owner must transfer at least the lesser of
         $500.00 or the total Fixed Accumulation Value, less any
         Loan Amount.

While NWNL does not currently impose a transfer charge, it reserves the right
to make a charge not to exceed $25.00 per transfer.

NWNL also allows transfers to be made through Dollar Cost Averaging and
Portfolio Rebalancing Services.

Transfers resulting from loans and exercising Conversion Rights under the
Policy are not subject to any transfer charges and do not count against the
twelve-transfer limitation.

                                  CONVERSION

In states where the Fixed Account is available, the Policy owner may, at any
time during the first two Policy Years or the first two years following a
requested increase in Face Amount, request a transfer from the Variable
Account to the Fixed Account and indicate that he or she is exercising the
Conversion Rights under the Policy. Such transfer will not be subject to the
transfer charge and will not count against the twelve-transfer limit. At the
time of the transfer, there is no effect on the Policy's Death Benefit, Face
Amount, net amount at risk, Rate Class, or issue age. To the extent that the
Accumulation Value is held in the Fixed Account, the benefits of the Policy
do not vary with the investment performance of the Variable Account.

In states where the Fixed Account is not available, or where otherwise
required by State law or regulation, the Policy owner may, at any time during
the first two Policy Years or the first two years following a requested
increase in Face Amount, convert the Policy to a permanent fixed benefit life
insurance policy issued by NWNL. No evidence of insurability will be required
and the new Policy will have the same issue age and premium class as the
Policy. On the effective date of the conversion, the Policy owner will have
the option to select one of the following two death benefits under the new
policy:


                                    Page 7
<PAGE>


     (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.

(1)       VALUATION DATE - EACH DAY THE NEW YORK STOCK EXCHANGE IS OPEN FOR
          TRADING OR ANY OTHER DATE THERE IS SUFFICIENT TRADING IN A FUND'S
          PORTFOLIO SECURITIES TO MATERIALLY AFFECT THE UNIT VALUE IN THE
          CORRESPONDING SUB-ACCOUNT.

          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.

(2)       PAYMENTS FROM THE VARIABLE ACCOUNT FOR DEATH BENEFITS, CASH
          SURRENDER, PARTIAL WITHDRAWAL, OR POLICY LOANS WILL NORMALLY BE
          PAID WITHIN SEVEN DAYS OF RECEIPT OF THE WRITTEN REQUEST AND
          RECEIPT OF THE POLICY FORM, IF REQUIRED.

          NWNL MAY DELAY MAKING THE PAYMENT WHEN IT IS NOT ABLE TO
          DETERMINE THE VARIABLE ACCUMULATION VALUE BECAUSE THE NEW YORK
          STOCK EXCHANGE IS CLOSED FOR TRADING; OR THE SECURITIES AND
          EXCHANGE COMMISSION DETERMINES THAT A STATE OF EMERGENCY EXISTS.

          NWNL HAS THE RIGHT TO DELAY SUCH PAYMENTS FROM THE FIXED ACCOUNT
          FOR UP TO SIX MONTHS FROM THE DATE IT RECEIVES THE REQUEST,
          SUBJECT TO ANY STATE REQUIREMENTS. IF PAYMENT IS DELAYED FOR 30
          DAYS OR MORE, NWNL PAYS INTEREST AT AN EFFECTIVE ANNUAL RATE OF
          3-1/2% FROM THE DATE OF THE INSURED'S DEATH, SURRENDER, PARTIAL
          WITHDRAWAL, OR POLICY LOAN REQUEST TO THE DATE OF PAYMENT.


                                    Page 8

<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ R. Michael Conley
                                       ---------------------
                                       R. Michael Conley


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ John H. Flittie
                                       ---------------------
                                       John H. Flittie


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ Wayne R. Huneke
                                       ---------------------
                                       Wayne R. Huneke


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 2nd day of January, 1996.
          ---        -------    --


                                       /s/ William R. Merriam
                                       ---------------------
                                       William R. Merriam


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ Craig R. Rodby
                                       ---------------------
                                       Craig R. Rodby


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ David H. Roe
                                       ---------------------
                                       David H. Roe


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


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


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ Royce N. Sanner
                                       ---------------------
                                       Royce N. Sanner


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ Donald L. Swanson
                                       ---------------------
                                       Donald L. Swanson


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ John G. Turner
                                       ---------------------
                                       John G. Turner


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95


<PAGE>

                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



     The undersigned director and/or officer of NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY, a Minnesota corporation, does hereby make, constitute and
appoint ROYCE N. SANNER, RICHARD R. CROWL, MICHAEL S. FISCHER, JAMES E.
NELSON, ROBERT B. SAGINAW, and JEFFREY A. PROULX, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with full power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or
officer of said Company to a Registration Statement or Registration
Statements, under the Securities Act of 1933 (1933 Act) and the Investment
Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations, and all amendments, including post-effective amendments,
thereto, to be filed by said Company with the Securities and Exchange
Commission, Washington, DC, in connection with the registration under the
1933 and 1940 Acts, as amended, of variable annuity contracts and
accumulation units in the MFS/NWNL Variable Account, the NWNL Select Variable
Account, the Northstar/NWNL Variable Account, and of variable life insurance
policies and accumulation units in the Select*Life Variable Account, and to file
the same, with all exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 19th day of October, 1995.
          ----        -------    --


                                       /s/ Steven W. Wishart
                                       ---------------------
                                       Steven W. Wishart


MFS/NWNL
NWNL Select
Northstar/NWNL
Select*Life
Rev. 12/95





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