SELECT LIFE VARIABLE ACCOUNT
485APOS, 1996-02-23
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<PAGE>


                                                    Registration No. 2-95392
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------


                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                       ____________________________


                             POST-EFFECTIVE
   
                            AMENDMENT NO. 17
    
                                  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)

   
                        Jeffrey A. Proulx, 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, 1995 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 for 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,  as long  as it  remains in  force, is  designed to
provide lifetime  insurance protection  up to  Age 95.  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").  Under  certain  circumstances,  partial  withdrawals  may  not  be
deducted from premiums paid for the purposes of 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 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 three
portfolios of the Variable Insurance Products Fund  II, or in one of four  funds
available  through Putnam Capital Manager  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.
    

   
N700.84j
    
<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 is the investment adviser 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? ............................ 11
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? .................. 13
Will exercising certain Policy rights have tax consequences? ....................... 13
Who sells the Policies? ............................................................ 13

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 ............................................................ 15
  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
Death Benefit Guarantee ............................................................ 23
Accumulation Value ................................................................. 24
Deductions and Charges ............................................................. 25
  Premium Expense Charge ........................................................... 25
  Monthly Deduction ................................................................ 26
  Surrender Charge ................................................................. 27
  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 ............................................................... 32
Transfers .......................................................................... 32
</TABLE>
    

                                       3
<PAGE>
   
<TABLE>
<S>                                                                                      <C>
Policy Loans ....................................................................... 34
Free Look and Conversion Rights .................................................... 36
  Free Look Rights ................................................................. 36
  Conversion Rights ................................................................ 37
Investments of the Variable Account ................................................ 37
  Fidelity's Variable Insurance Products Fund (VIPF):
    Money Market Portfolio ......................................................... 37
    High Income Portfolio .......................................................... 37
    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
  Putnam Capital Manager Trust (PCM):
    PCM Diversified Income Fund .................................................... 38
    PCM Growth and Income Fund ..................................................... 38
    PCM Utilities Growth and Income Fund ........................................... 38
    PCM Voyager Fund ............................................................... 38
  Addition, Deletion, or Substitution of Investments ............................... 38
Voting Rights ...................................................................... 39
General Provisions ................................................................. 39
  Benefits at Age 95 ............................................................... 39
  Ownership ........................................................................ 39
  Proceeds ......................................................................... 40
  Beneficiary ...................................................................... 40
  Postponement of Payments ......................................................... 40
  Settlement Options ............................................................... 40
  Incontestability ................................................................. 41
  Misstatement of Age and Sex ...................................................... 41
  Adjustment of Proceeds ........................................................... 41
  Suicide .......................................................................... 41
  Termination ...................................................................... 42
  Amendment ........................................................................ 42
  Reports .......................................................................... 42
  Dividends ........................................................................ 42
  Collateral Assignment ............................................................ 42
  Optional Insurance Benefits ...................................................... 42
Federal Tax Matters ................................................................ 43
  Policy Proceeds .................................................................. 43
  Taxation of Distributions ........................................................ 43
  Taxation of Policies Held by Pension and Certain Deferred Compensation Plans ..... 44
  Taxation of Northwestern National Life Insurance Company ......................... 44
  Other Considerations ............................................................. 45
Legal Developments Regarding Employment - Related Benefit Plans .................... 45
Distribution of the Policies ....................................................... 45
Management ......................................................................... 46
  Directors ........................................................................ 46
  Executive Officers ............................................................... 47
State Regulation ................................................................... 47
Montana Residents .................................................................. 48
Legal Proceedings .................................................................. 48
Bonding Arrangements ............................................................... 48
Legal Matters ...................................................................... 48
Experts ............................................................................ 48
Registration Statement Contains Further Information ................................ 48
Financial Statements ............................................................... 49
Appendix A -- The Fixed Account ................................................... A-1
</TABLE>
    

                                       4
<PAGE>
   
<TABLE>
<S>                                                                                      <C>
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 Administrative Charges
              Per $1,000 of Face Amount ........................................... D-1
Appendix E -- Maximum Contingent Deferred Sales Charges Per $1,000 of Face
              Amount .............................................................. E-1
Appendix F -- Surrender Charge Guideline Per $1,000 of Face Amount ................ F-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
  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
</TABLE>
    

                                       5
<PAGE>
DEFINITIONS

ACCUMULATION  VALUE. The total  value attributable to  a specific Policy, 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).

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.

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 27.
    

   
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 27.
    

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.
   Under certain circumstances,  partial withdrawals  may not  be deducted  from
   premiums  paid for  the purposes of  the Death Benefit  Guarantee. See "Death
   Benefit Guarantee" at page 23.

   
DEATH BENEFIT GUARANTEE CHARGE. A monthly  charge to compensate us for the  risk
we  assume in providing the Death Benefit Guarantee. This charge is deducted for
   each Policy Month the Death Benefit Guarantee is in effect and is part of the
   Monthly Deduction.  The amount  of this  charge is  $.01 per  $1,000 of  Face
   Amount.  See "Death Benefit Guarantee" at page 23 and "Deductions and Charges
   -- Monthly Deduction" at page 26.
    

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 15.

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.

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 applicable  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 15.

LOAN AMOUNT. The sum of all unpaid Policy loans including unpaid interest due.

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  will 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 Expense Charge,
   the Death Benefit Guarantee  Charge, and any  charges for optional  insurance
   benefits. See "Deductions and Charges -- Monthly Deduction" at page 26.
    

   
MONTHLY  EXPENSE 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 $3.50 per month plus $.01 per $1,000 of Face Amount.
   See "Deductions and Charges -- Monthly Deduction" at page 26.
    

   
MORTALITY  AND EXPENSE RISK CHARGE. A daily charge deducted only from amounts in
the Variable Account 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 .80  of 1% (.80%)  of the Variable  Accumulation Value of the
   Policy. See "Deductions and Charges -- Charges Against the Variable  Account"
   at page 29.
    

   
NET  PREMIUM.  The gross  premium less  a  Premium Expense  Charge of  5%, 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.
    

PCM. Putnam Capital Manager Trust.
   PCM Diversified Income Fund
   PCM Growth and Income Fund
   PCM Utilities Growth and Income Fund
   PCM Voyager 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.

POLICY MONTH. A month beginning on the Monthly Anniversary.

POLICY YEAR. A year beginning on the Policy Anniversary.

                                       7
<PAGE>
   
PREMIUM  EXPENSE  CHARGE.  An amount  deducted  from each  premium  payment. The
Premium Expense Charge is currently 5%  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 27.
    

   
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" at page 27). 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  F.  The
   Surrender  Charge  Guideline  factors included  in  Appendix F  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 of  the
   Variable 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 Policy, or  the applicable 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 15.

                                       8
<PAGE>
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

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 applicable  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  applicable
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.  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  (a) the  Loan Amount  is greater  than  the
Accumulation  Value  plus  any Sales  Charge  Refund reduced  by  the applicable
Surrender Charge, or (b) the Cash  Surrender Value plus any Sales Charge  Refund
is  less than the Monthly Deduction due, and  in both cases 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.

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 IS THE INVESTMENT ADVISER OF THE FUNDS?
    Fidelity Management & Research Company  is the investment adviser of  VIPF's
five portfolios and of VIPF II's three portfolios. Putnam Investment Management,
Inc. ("Putnam Management") is the investment adviser of PCM's four 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  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% 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".

WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE?
    The  Accumulation Value of the  Policy is subject to  several charges -- the
Monthly Deduction,  the Mortality  and  Expense Risk  Charge, and  transfer  and
partial  withdrawal charges. Only the Variable  Accumulation Value is subject to
the Mortality and Expense Risk Charge.

                                       11
<PAGE>
    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 Expense  Charge, the Death  Benefit Guarantee 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 Expense Charge will be $3.50 per month plus $.01 per
$1,000  of Face  Amount. The  Death Benefit  Guarantee Charge  will be  $.01 per
$1,000 of Face Amount for each month  the Death Benefit Guarantee is in  effect.
The  charges  for  optional  insurance benefits  will  vary  depending  upon the
benefit(s) selected. See "Deductions and Charges -- Monthly Deduction".

    The Mortality  and Expense  Risk  Charge will  be  deducted daily  from  the
Variable  Accumulation Value only. The Mortality and Expense Risk Charge will be
equal to,  on  an  annual  basis,  .80  of  1%  (.80%)  of  the  daily  Variable
Accumulation  Value (that is, the total  value attributable to a specific Policy
in the Sub-Accounts of the Variable Account) of the Policy. See "Deductions  and
Charges -- Charges Against the Variable Account".

    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  $10.00  per  transfer  or  partial
withdrawal. See  "Deductions  and Charges  --  Partial Withdrawal  and  Transfer
Charges".

WHAT CHARGES DO WE MAKE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY?
    During  the first  15 years the  Policy is in  force and the  first 15 years
following a requested  increase in the  Face Amount,  there is a  charge if  the
Policy  lapses or you surrender the Policy (the Surrender Charge). 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  administration  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  and the Insured's  Age on the  Policy
Date. The Contingent Deferred Administrative Charge on any requested increase in
Face  Amount will depend upon the Face  Amount of the increase and the Insured's
Age on the effective date of the increase (see Appendix D).

    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 E).

    The  Contingent  Deferred  Sales  Charge applicable  to  Policies  issued in
Montana will not  be affected by  the Insured's sex.  Therefore, the  Contingent
Deferred  Sales Charge applied to Policies issued in that state will differ from
the charge made on Policies issued in other states.

    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 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".

                                       12
<PAGE>
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 $10.00  processing
charge.  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. 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  $ 10.00 charge for each 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
transfer limit and the $10.00 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 Surrender Value of  the Policy. (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  Surrender 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  5.75% (which  is 5.44% when  payable in  advance) on  the
portion of your Loan Amount that is not in excess of (a) the Accumulation Value,
less  (b) the  total of all  premiums paid  net of all  partial withdrawals. See
"Policy Loans".

ARE DEATH BENEFIT PROCEEDS TAXABLE INCOME TO THE BENEFICIARY?
    Under current  Federal tax  law, as  long as  the Policy  qualifies as  life
insurance the Death Benefit under the Policy will be subject to the same Federal
income  tax treatment as proceeds of  traditional life insurance. Therefore, the
Death Benefit should not be taxable income to the beneficiary. See "Federal  Tax
Matters -- Policy Proceeds".

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

WILL EXERCISING CERTAIN POLICY RIGHTS HAVE TAX CONSEQUENCES?
    A change of  owners, a partial  withdrawal, a total  surrender, or a  Policy
loan  may have tax  consequences depending on  the particular circumstances. See
"Federal Tax Matters -- Policy Proceeds".

WHO SELLS THE POLICIES?
    The Policies are sold by licensed  insurance agents who are also  registered
representatives  of broker-dealers registered under  the Securities Exchange Act
of 1934 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".

                                       13
<PAGE>
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  will receive  and
invest  net  premiums  for  another  class  of  flexible  premium  variable life
insurance policy and may  do so for  additional classes in  the future. We  have
registered  the Variable Account 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.

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 deduction
of Fund  expenses and  the Mortality  and Expense  Risk Charge  at the  Variable
Account  level.  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  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.

    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

                                       14
<PAGE>
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 applicable  percentage
(see  "Death Benefit Options -- Level Amount Option") exceeds the Face Amount of
the Policy, The Death Benefit under the Variable Amount Option will always  vary
with  the Accumulation  Value because the  Death Benefit equals  the Face Amount
plus the Accumulation Value,  or the applicable  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  applicable percentage of Accumulation Value on  the
Valuation  Date  on or  next  following the  date  of the  Insured's  death. The
applicable percentage is 250% for an Insured Age 40 or below, and the percentage
declines with increasing  Ages as shown  in the Applicable  Percentage Table  on
page  17.  Accordingly, under  the Level  Amount Option  the Death  Benefit will
remain level unless the applicable 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.

                                       15
<PAGE>
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 applicable percentage is less than the Face
Amount, the Death Benefit will equal the current Face Amount of the Policy.

    The applicable 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  applicable 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>
                          APPLICABLE PERCENTAGE TABLE

<TABLE>
<CAPTION>
    Insured's Age on
     Previous Policy        Applicable 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 applicable
percentage  of the Accumulation Value on the Valuation Date on or next following
the date  of the  Insured's death.  The  applicable percentage  is 250%  for  an
Insured  Age 40  or below,  and the percentage  declines with  increasing Age as
shown in the Applicable Percentage Table above. Accordingly, under the  Variable
Amount  Option  the  amount  of  the  Death  Benefit  will  always  vary  as the
Accumulation Value varies.

    ILLUSTRATION OF VARIABLE AMOUNT OPTION.  For purposes of this  illustration,
assume  that the Insured is under Age 40 and that there is no Loan Amount. Under
the Variable  Amount  Option, a  Policy  with a  Face  Amount of  $100,000  will
generally pay a Death Benefit of $100,000 plus the Accumulation Value. Thus, for
example,  a  Policy with  an Accumulation  Value  of $20,000  will have  a Death
Benefit of $120,000 ($100,000 + $20,000); an Accumulation Value of $40,000  will
yield  a  Death Benefit  of $140,000  ($100,000 +  $40,000). The  Death Benefit,
however, must be at least  250% of the Accumulation Value.  As a result, if  the
Accumulation Value of the Policy exceeds approximately

                                       17
<PAGE>
$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 applicable 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  applicable 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 applicable 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  $1.00 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.  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,  Death  Benefit Guarantee  Charge,  Surrender Charge  and  Monthly
Expense  Charge -- 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.  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, the
Monthly Expense Charge, and the Death  Benefit Guarantee Charge depend 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 applicable 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  applicable  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

                                       19
<PAGE>
    Accumulation Value withdrawn. The primary use of a partial withdrawal is  to
    withdraw  Accumulation Value. Furthermore, it results in a reduced amount of
    Accumulation Value and increases the possibility that the Policy will lapse.

(d)  Under  the  Level  Amount  Option,  until  the  applicable  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  applicable  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  applicable
    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
    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 Monthly Deduction because the cost of insurance,
the Monthly Expense Charge, and the  Death Benefit Guarantee Charge depend  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.
    

                                       20
<PAGE>
   
    A  lien  will  be established  against  the  Policy for  the  amount  of the
Accelerated Benefit plus the administrative  charge, plus interest on the  lien.
Any  proceeds from the Policy will be first  used to repay this lien. The Policy
owner's access to the Cash Value will be reduced by the amount of the lien.  The
proceeds payable to the beneficiary will be reduced by the amount of the lien.
    

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

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

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

   
    The above information is not intended to be a complete summary of the Rider.
All  of the terms and provisions of  the Accelerated Benefit 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.
    

    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 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. 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.  In  our
      discretion, however, we may waive any of these premium limitations.

                                       22
<PAGE>
    - We  may require additional evidence of  insurability satisfactory to us if
      any premium would increase  the difference between  the Death Benefit  and
      the  Accumulation  Value (that  is,  the net  amount  at risk).  A premium
      payment would increase the net  amount at risk if  at the time of  payment
      the  Death  Benefit  would  be based  upon  the  applicable  percentage of
      Accumulation Value. See "Death Benefit -- Death Benefit Options".

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

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

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

    The  amount and frequency  of your initial Planned  Periodic Premium will be
shown in the Policy. You may change the Planned Periodic Premium at any time  by
written request. We may limit the amount of any increase.

    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  Cash Surrender  Value declines  due to  poor  investment
performance,  or  due  to  an  additional  Surrender  Charge  after  a requested
increase, Cash Surrender Value may not be sufficient even in later Policy  Years
to cover the

                                       23
<PAGE>
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.

    In  general,  the  Death Benefit  Guarantee  applies  if the  total  of your
premiums paid  under the  Policy,  less any  partial  withdrawals and  any  Loan
Amount, equals or exceeds the sum of the Minimum Monthly Premiums required since
the  Policy Date (including the current Monthly Anniversary). However, if at the
time of a partial withdrawal, the Policy's current Accumulation Value exceeds  a
target  amount determined  by us based  on certain  assumptions regarding Policy
charges and earnings, then all or part of the partial withdrawal may not  reduce
premium  payments for the purposes of the Death Benefit Guarantee. In this case,
we will notify you of the amount of the partial withdrawal that does not  reduce
premiums paid.

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.

    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/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 will 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

                                       24
<PAGE>
"Surrender  Benefits -- Total Surrender". (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)
the Mortality and Expense Risk Charge, (c) partial withdrawals from the Variable
Account,  (d) any  transfer and partial  withdrawal charges  attributable to the
Variable Account, and (e) any amounts  transferred from the Variable Account  to
the  Fixed Account (including  amounts transferred from  the Variable Account to
the Fixed  Account as  security for  Policy loans  -- see  "Policy Loans").  The
Variable Accumulation Value will generally vary daily.

    The  Fixed  Accumulation Value  will be  increased by  (a) any  Net Premiums
credited to 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 of up to $2.00
from each premium  payment. 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.

                                       25
<PAGE>
    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 Accumulation Values at that time. For purposes
of determining these proportions, the Fixed Accumulation Value is reduced by the
Loan  Amount. Because  portions of  the Monthly Deduction,  such as  the cost of
insurance, 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, Age 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  Table  for  smokers  or
nonsmokers, respectively.

    MONTHLY EXPENSE CHARGE. Each month we deduct an expense charge of $3.50 plus
$.01  per $1,000 of Face Amount. This charge reimburses us for expenses incurred
in administering the  Policy, such  as processing  claims, maintaining  records,
making  Policy changes 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.

    DEATH BENEFIT  GUARANTEE CHARGE.  For each  Policy Month  the Death  Benefit
Guarantee is in effect, we deduct a charge of $.01 per $ 1,000 of Face Amount to
compensate us for the risk we assume in providing the Death Benefit Guarantee.

    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".

                                       26
<PAGE>
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  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 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.

    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.

    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.  The maximum  charge remains  level for  the
first  five years  in the  relevant 15  year period,  and then  reduces in equal
monthly increments until it becomes zero at the end of 15 years.

    The Contingent Deferred Administrative Charge for the initial Face Amount or
a requested increase  in Face Amount  can be determined  by multiplying (a)  the
applicable factor per $1,000 of Face Amount from Appendix D (using the Insured's
Age  on  the  Policy  Date  or  on  the  effective  date  of  such  increase, as
appropriate), by (b) the initial Face Amount or the Face Amount of the increase,
as the case may be, by (c)  the applicable percentage from the Surrender  Charge
Percentage Table on page 28 and then dividing by 1,000. For example, assume that
an  Insured Age 35 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  equal  to $3.50  (factor  per  $1,000  from
Appendix  D, Age 35) times 100,000 (of initial Face Amount) times 100% (from the
Surrender Charge Percentage Table), and then dividing this amount by 1,000 or  a
total  of $350 ($3.50 X  100,000 X 100%/1,000). If  the initial Face Amount were
$50,000, the Contingent Deferred Administrative Charge would instead be $3.50  X
50 X 100%, or $175 for the first five Policy Years.

    The  calculation  of the  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 Insured's Age on the effective date of
the increase and the years and months are measured from that date.

    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. The maximum 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

                                       27
<PAGE>
    (b.)  The  result  of  the  Contingent  Deferred  Sales  Charge  Calculation
       described below

   
    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 E 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 1,000.
    

    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 $3,000. 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
       $1,425 (47.50 x $3,000); or

    (b.) The result of the  Contingent Deferred Sales Charge Calculation,  which
       is  determined by multiplying (i) $15.18 (from  Appendix E 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  $1,518 ($15.18  x
       100,000 x 100%/1000).

    The  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 premiums  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  the
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 F, divided by (b) the sum of the Surrender Charge
Guideline(s) for the initial Face Amount and each increase in Face Amount.

    MONTANA RESIDENTS.  Appendix C,  Appendix E and the preceding  illustrations
of  the Contingent  Deferred Sales  Charge do  not apply  to Policies  issued in
Montana. The  Contingent Deferred  Sales Charge  applied to  Policies issued  in
Montana is not affected by the Insured's sex. Therefore, the Contingent Deferred
Sales  Charge made on Policies issued in  this state will differ from the charge
made in other states.

                       SURRENDER CHARGE PERCENTAGE TABLE

<TABLE>
<CAPTION>
If surrender or lapse occurs
             in
  the last month of Policy      The following percentage of the
           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.

    MORTALITY  AND EXPENSE RISK CHARGE.  We will deduct a  daily charge from the
Variable Account at an  annual rate of  .80 of 1% (.80%)  of the daily  Variable
Accumulation  Value of the Policy. This  deduction is guaranteed not to increase
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.

    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
    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  $10.00  per  transfer  or  partial
withdrawal. 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 in 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

                                       29
<PAGE>
each  premium payment until  premium payments reach a  certain level. This level
ranges from approximately  80% of a  Surrender Charge Guideline  (for a male  at
issue  Age 75) to approximately  275% of a Surrender  Charge Guideline (at issue
Ages 0-52). 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  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.

    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 F.

    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 30%  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, (a)  the Loan Amount is  greater than the Accumulation
Value plus any Sales Charge Refund, less the applicable Surrender Charge, or (b)
the Cash Surrender Value plus any Sales  Charge Refund is less than the  Monthly
Deduction  due, and in both cases if 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.

                                       30
<PAGE>
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  (a) the  Loan Amount  is greater  than the Accumulation
Value plus any Sales Charge Refund, less the applicable Surrender Charge, or (b)
the Cash Surrender 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.

                                       31
<PAGE>
PARTIAL WITHDRAWAL
    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 charge  of $10.00  for  each
partial  withdrawal. This charge is guaranteed  not to increase for the duration
of the Policy. See  "Deductions and Charges --  Partial Withdrawal and  Transfer
Charges". The amount of any partial withdrawal must be at least $500 and, during
the  first 15 Policy Years, may not be more than 20% of the Cash Surrender Value
on the date we receive your written request.

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

    EFFECT OF PARTIAL WITHDRAWALS. The Accumulation Value will be reduced by the
amount  of any partial withdrawal. The Death Benefit will also be reduced by the
amount of the withdrawal, or,  if the Death Benefit  is based on the  applicable
percentage of Accumulation Value (see "Death Benefit -- Death Benefit Options"),
by  an amount equal to the applicable 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 generally deducted
from the total  premiums paid  in calculating whether  sufficient premiums  have
been  paid  in order  to  maintain the  Death  Benefit Guarantee.  Under certain
circumstances, a partial withdrawal may not  be deducted from premiums paid  for
purposes of the Death Benefit Guarantee. See "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. 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
    

                                       32
<PAGE>
   
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 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
    

                                       33
<PAGE>
   
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-Accounts 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.
    

   
    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).
The maximum amount that may be borrowed at any time is 75% of the Cash Surrender
Value (that is, the Accumulation Value less any Surrender Charge, existing  Loan
Amount,  and unpaid Monthly  Deductions) except that in  Texas the percentage is
100% and in Alabama, Maryland and Virginia, the percentage is 90%. After Age 65,
we currently allow 100% of the Cash Surrender Value to be borrowed. Each  Policy
loan must be at least $500, except in Connecticut it must be at least $200.

    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. Postponement  of loan  proceeds  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,  in 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".

                                       34
<PAGE>
    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. 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 transfer limit.

    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 equal to 5.75%. 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 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".

                                       35
<PAGE>
    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 5.44%, 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 plus (c) the  total of all partial  withdrawals.
Any excess of this amount will be charged interest at the annual rate of 7.40%.

    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 Accumulation 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 to  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.

                                       36
<PAGE>
CONVERSION RIGHTS
    Under applicable SEC rules,  we must provide you  with an option to  convert
the  Policy or any requested increase in  Face Amount to a life insurance policy
on the  life of  the Insured  under  which the  benefits do  not vary  with  the
investment  experience of the  Variable Account. In effect,  we make this option
available to you at any time while the  Policy is in force by permitting you  to
transfer  all or  any part  of the Policy's  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  rights, the transfer  will not be
subject to the transfer charge and will not count against the transfer limit. 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 rights,  we will  automatically credit  all future
premium payments  on  the Policy  to  the Fixed  Account  unless you  request  a
different allocation.

INVESTMENTS OF THE VARIABLE ACCOUNT
    There  are currently 12 investment alternatives available under the Variable
Account. Fidelity Management &  Research Company is  the investment adviser  for
the  five  portfolios  of VIPF  and  the  three portfolios  of  VIPF  II. Putnam
Management is the investment adviser for the  four 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.

    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

                                       37
<PAGE>
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,  only the  following  three
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.

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

   
    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.

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 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

                                       38
<PAGE>
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.

GENERAL PROVISIONS

BENEFITS AT AGE 95
    If the Insured is living  and the Policy is in  force, we will pay the  Cash
Surrender Value of the Policy to you when the Insured reaches Age 95.

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.

                                       39
<PAGE>
    - 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.

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.

                                       40
<PAGE>
    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), we adjust the proceeds by the difference between the Monthly  Deductions
made and those that should have been made.

ADJUSTMENT OF PROCEEDS
    If  we make incorrect payments because  of incorrect Age or sex information,
or  any  error  or  miscalculation,  we  adjust  the  proceeds.  We  deduct  any
overpayments  from  the next  payment or  payments  or request  a refund  of the
overpayment. We add  underpayments to the  next payment or  pay you that  amount
immediately.  In adjusting the proceeds we use  the interest rates in effect for
the Fixed Accumulation Value and the  applicable Sub-Account Unit Values at  the
time the Monthly Deduction, error or miscalculation was originally made.

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.

    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.

                                       41
<PAGE>
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 of 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 for a fee upon request.

    PROJECTION  REPORT. Upon  request, we  will for a  fee 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.

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

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

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

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

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

    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.

                                       42
<PAGE>
    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 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  the earnings  and gains  will be  currently
taxable. 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

                                       43
<PAGE>
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.

    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

                                       44
<PAGE>
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  50 mutual  funds.  It also  markets  limited partnerships  and  other
tax-sheltered  or  tax-deferred  investments, and  acts  as  general distributor
(principal underwriter) for other variable  life insurance and variable  annuity
products issued by us.

    Registered  representatives who  sell the Policies  will receive commissions
based on a commission schedule. In the first Policy Year, commissions 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  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.

                                       45
<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. Salipante          1997   Senior  Vice   President,  Technology   of   ReliaStar
                                    Financial   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>
    

                                       46
<PAGE>
   
<TABLE>
<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 Officer  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  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
Craig R. Rodby      Senior Vice President -- Financial Management
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
</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,

                                       47
<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.

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., 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  Jeffrey  A.  Proulx,
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 in the period 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.

                                       48
<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 period they cover is  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.

                                       49
<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:

A multiplied by B, where:

A
is your current number of Accumulation Units (described below).

B
is the current Unit Value (described below).

    The  Variable Accumulation Value will vary  from Valuation Date to Valuation
Date (described below) reflecting changes in A and B 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  or the Mortality and  Expense
      Risk Charge 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 A by B and then subtracting C from the result,

(A DIVIDED BY B) - C, where:

A
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>
B
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.

C
is a factor representing the Mortality and Expense Risk Charge deducted from the
Sub-Account (see  "Deductions  and  Charges  --  Charges  Against  the  Variable
Account"), which factor is equal, on an annual basis, to .80 of 1% (.80%) of the
daily net asset value of the Sub-Account.

    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:

A + B + C + D - E - F, where:

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

B
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.

C
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.

D
is  the total of your  Loan Amounts transferred from  the Variable Account since
the preceding Monthly Anniversary.

E
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.

F
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.  In addition, the tables  illustrate the levels of  the
Surrender Charges which would be imposed if the Policy lapses or was surrendered
in  the  years indicated.  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 on 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-3 through C-14 illustrate a Policy issued  to either a male Age 30 or  a
male  Age  45  (as indicated  in  each table),  in  a standard  Rate  Class, and
qualifying for  the non-smoker  rate. 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 non-smoker  discount 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.

    The  second column of the tables shows the accumulated value of the premiums
paid at the stated  interest rate. The third  and fourth 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
fifth and sixth columns illustrate the Surrender Charges that would apply if the
Policy was surrendered  at the  end of the  designated period.  The seventh  and
eighth  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 0 in these illustrations)
and unpaid Monthly Deductions (also assumed to be 0 in these illustrations). The
last  two columns illustrate the  Death Benefit of a  Policy over the designated
period. The third, fifth, seventh and  ninth columns assume that throughout  the
life  of the Policy, the monthly charge for  the cost of insurance is based upon
the current cost-of-insurance rates. The fourth, sixth, eighth and tenth columns
assume that the monthly charge for the cost of insurance is based on the maximum
level permitted under  the Policy. These  maximum allowable rates  are based  on
100%  of the  1980 Commissioners  Standard Ordinary  Mortality Table.  The death
benefit values also vary between tables depending upon whether the Level  Amount
Death  Benefit Option (Tables at  pages C-3 through C-8)  or the Variable Amount
Death Benefit Option (Tables at pages C-9 through C-14) 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 and
charges  made against the  Sub-Accounts. The values shown  take into account the
daily total operating expenses paid by the  portfolios of VIPF and VIPF II,  and
the  four funds of  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'  (investment choices under the policy)  current operating expenses net of
any limitations  on such  expenses paid  by the  Funds. In  addition, the  daily
charge  to each  Sub-Account for assuming  mortality and expense  risks has been
deducted (which is  equivalent to a  charge at an  annual rate of  0.80% of  the
average  assets  of the  Sub-Accounts). After  deduction  of these  amounts, the
illustrated gross annual investment rates of return of 0 percent, 6 percent, and
12 percent correspond to  approximate net annual  rates 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 Death  Benefits and  values illustrated. (See
section entitled "Federal Tax Matters" in the Prospectus).

    The tables illustrate  the Policy values  that would result  based upon  the
hypothetical  investment 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

                                      C-1
<PAGE>
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, no
transfer charges incurred, 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-2
<PAGE>
                                   APPENDIX D
                   MAXIMUM CONTINGENT DEFERRED ADMINISTRATIVE
                       CHARGES PER $1,000 OF FACE AMOUNT

<TABLE>
<CAPTION>
Insured's Age at Policy Date or Effective
                  Date                        Charge Per $1,000 of Face Amount (Initial
  of Requested Increase, As Appropriate     Face Amount or Amount of Requested Increase)
- -----------------------------------------  -----------------------------------------------
<S>                                        <C>
                  0-20                                        $    2.00
                   21                                              2.10
                   22                                              2.20
                   23                                              2.30
                   24                                              2.40
                   25                                              2.50
                   26                                              2.60
                   27                                              2.70
                   28                                              2.80
                   29                                              2.90
                   30                                              3.00
                   31                                              3.10
                   32                                              3.20
                   33                                              3.30
                   34                                              3.40
                   35                                              3.50
                   36                                              3.60
                   37                                              3.70
                   38                                              3.80
                   39                                              3.90
                   40                                              4.00
                   41                                              4.10
                   42                                              4.20
                   43                                              4.30
                   44                                              4.40
                   45                                              4.50
                   46                                              4.60
                   47                                              4.70
                   48                                              4.80
                   49                                              4.90
                   50                                              5.00
                   51                                              5.20
                   52                                              5.40
                   53                                              5.60
                   54                                              5.80
                   55                                              6.00
                   56                                              6.20
                   57                                              6.40
                   58                                              6.60
                   59                                              6.80
                  60-75                                            7.00
</TABLE>

                                      D-1
<PAGE>
                                   APPENDIX E
                   MAXIMUM CONTINGENT DEFERRED SALES CHARGES
                           PER $1,000 OF FACE AMOUNT

<TABLE>
<CAPTION>
                            Charge Per $1,000 of
                                    Face              Insured's Age at Policy    Charge Per $1,000 of Face
  Age at Policy Date or     Amount (Initial Face               Date                 Amount (Initial Face
    Effective Date of        Amount or Amount of       or Effective Date of         Amount or Amount of
Increase, as Appropriate     Requested Increase      Increase, as Appropriate       Requested Increase)
- -----------------------------------------------------------------------------------------------------------
                              Male       Female                                     Male         Female
<S>                        <C>         <C>          <C>                          <C>          <C>
                0              $3.84       $3.06                    38            $   17.60     $   14.00
                1               3.86        3.09                    39                18.49         14.67
                2               3.99        3.18                    40                19.43         15.37
                3               4.12        3.28                    41                20.43         16.13
                4               4.26        3.40                    42                21.48         16.91
                5               4.42        3.52                    43                22.60         17.73
                6               4.58        3.65                    44                23.77         18.59
                7               4.77        3.78                    45                25.02         19.50
                8               4.96        3.92                    46                26.33         20.44
                9               5.16        4.06                    47                27.72         21.46
               10               5.38        4.23                    48                29.21         22.52
               11               5.61        4.40                    49                30.78         23.66
               12               5.85        4.58                    50                32.46         24.85
               13               6.09        4.77                    51                33.97         26.11
               14               6.34        4.96                    52                35.15         27.46
               15               6.60        5.16                    53                36.41         28.88
               16               6.85        5.36                    54                37.74         30.28
               17               7.11        5.59                    55                39.15         31.21
               18               7.37        5.82                    56                40.64         32.19
               19               7.64        6.05                    57                42.21         33.24
               20               7.91        6.30                    58                43.90         34.38
               21               8.21        6.56                    59                44.75         35.61
               22               8.52        6.83                    60                44.29         36.95
               23               8.86        7.13                    61                44.02         38.60
               24               9.23        7.43                    62                43.75         40.37
               25               9.62        7.76                    63                43.47         42.24
               26              10.03        8.09                    64                43.18         44.00
               27              10.47        8.46                    65                42.86         43.60
               28              10.94        8.84                    66                42.54         43.16
               29              11.45        9.24                    67                42.22         42.70
               30              11.98        9.65                    68                41.91         42.23
               31              12.55       10.11                    69                41.63         41.78
               32              13.15       10.58                    70                41.39         41.36
               33              13.79       11.07                    71                41.18         40.96
               34              14.46       11.59                    72                40.99         40.58
               35              15.18       12.15                    73                40.80         40.20
               36              15.95       12.74                    74                40.57         39.79
               37              16.74       13.35                    75                40.31         39.35
</TABLE>

                                      E-1
<PAGE>
                                   APPENDIX F
              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
                                 Surrender Charge                                           Guideline
                                     Guideline                                          Per $1,000 of Face
  Insured's Age at Policy    Per $1,000 of Face Amount    Insured's Age at Policy             Amount
           Date               (Initial Face Amount or              Date              (Initial Face Amount or
   or Effective Date of               Amount               or Effective Date of               Amount
 Increase, as Appropriate     of Requested Increase)     Increase, as Appropriate     of Requested Increase)
- -------------------------------------------------------------------------------------------------------------
                                Male         Female                                     Male        Female
<S>                          <C>          <C>           <C>                          <C>         <C>
                 0               $2.96        $2.36                     38              $13.54       $10.77
                 1                2.97         2.38                     39               14.23        11.29
                 2                3.07         2.45                     40               14.95        11.83
                 3                3.17         2.53                     41               15.72        12.41
                 4                3.28         2.62                     42               16.53        13.01
                 5                3.40         2.71                     43               17.39        13.64
                 6                3.53         2.81                     44               18.29        14.30
                 7                3.67         2.91                     45               19.25        15.00
                 8                3.82         3.02                     46               20.26        15.73
                 9                3.97         3.13                     47               21.33        16.51
                10                4.14         3.26                     48               22.47        17.33
                11                4.32         3.39                     49               23.68        18.20
                12                4.50         3.53                     50               24.97        19.12
                13                4.69         3.67                     51               26.33        20.09
                14                4.88         3.82                     52               27.78        21.13
                15                5.08         3.97                     53               29.32        22.22
                16                5.27         4.13                     54               30.96        23.37
                17                5.47         4.30                     55               32.69        24.60
                18                5.67         4.48                     56               34.53        25.91
                19                5.88         4.66                     57               36.49        27.30
                20                6.09         4.85                     58               38.57        28.80
                21                6.32         5.05                     59               40.80        30.42
                22                6.56         5.26                     60               43.18        32.16
                23                6.82         5.49                     61               45.72        34.04
                24                7.10         5.72                     62               48.44        36.07
                25                7.40         5.97                     63               51.35        38.24
                26                7.72         6.23                     64               54.44        40.57
                27                8.06         6.51                     65               57.74        43.07
                28                8.42         6.80                     66               61.27        45.74
                29                8.81         7.11                     67               65.04        48.63
                30                9.22         7.43                     68               69.10        51.77
                31                9.66         7.78                     69               73.46        55.19
                32               10.12         8.14                     70               78.17        58.95
                33               10.61         8.52                     71               83.23        63.06
                34               11.13         8.92                     72               88.67        67.55
                35               11.68         9.35                     73               94.48        72.44
                36               12.27         9.80                     74              100.65        77.73
                37               12.88        10.27                     75              107.20        83.45
</TABLE>

                                      F-1
<PAGE>
                  THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY
<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 and Chief Financial
- ----------------------------------- Officer and Treasurer (Principal Accounting
       Wayne R. Huneke              Officer)

   
R. MICHAEL CONLEY          DAVID H. ROE            DONALD L. SWANSON
JOHN H. FLITTIE            ROBERT C. SALIPANTE     JOHN G. TURNER
WILLIAM R. MERRIAM         ROYCE N. SANNER         STEVEN W. WISHART
CRAIG R. RODBY
    
A majority of the Board of Directors
   
    

   
*Jeffrey A. Proulx, 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/ Jeffrey A. Proulx
                                      ----------------------------------------
                                      Jeffrey A. Proulx, Attorney-In-Fact
    

sigsl1c

<PAGE>


                                PART II

                   CONTENTS OF REGISTRATION STATEMENT

   
This Post-Effective Amendment No. 17 to the Registration Statement comprises
the following papers and documents:
    

     The facing sheet.
   
     The general form of Prospectus, consisting of 58 pages.
    
     Undertakings to file reports.* (Filed in Original S-6 Registration
        Statement on January 21, 1985).
     Representation pursuant to Paragraph (b)(13)(iii)(F) under Rule 6e-3(T).*
        (Filed in Original S-6 Registration Statement on January 21, 1985).
     The signatures.

     Written consents of the following persons:

   
     1.   Jeffrey A. Proulx, Esquire - Filed as part of EX-99.2.
    
     2.   Actuary - 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 Original S-6 Registration
               Statement on January 21, 1985).
          (2)  Not applicable.
          (3)  (a)  General Distributor Agreement between Washington Square
                    Securities, Inc. and NWNL. * (Filed in Pre-Effective
                    Amendment No. 2).
   
          (3)  (b)  Specimens of Selling Agreements.* (Filed in
                    Post-Effective Amendment No. 15).
    
          (4)  Not applicable.
          (5)  (a)  Form of Policy available (together with available Policy
                    riders).* (Filed in Post-Effective Amendment No. 11).
          (5)  (b)  Waiver of Specified Premium Rider. (Filed in
                    Post-Effective Amendment No. 15).
   
          (5)  (c)  Accelerated Benefit Rider.
    
          (6)  (a)  Articles of Incorporation of NWNL.* (Filed in
                    Post-Effective Amendment No. 6).
          (6)  (b)  By-Laws of NWNL.* (Filed in Post-Effective Amendment
                    No. 6).
          (7)  Not applicable.
   
          (8)  (a)  Amendment to the Participation Agreement with Fidelity's
                    Variable Insurance Products Fund. Participation Agreement
                    with Fidelity's Variable Insurance Products Fund and
                    Fidelity Distributors Corporation and Amendment Nos.
                    1-6.* (Filed in Post-Effective Amendment No. 16).
    
<PAGE>

   
          (8)  (b)  Amendment to the Participation Agreement with Fidelity's
                    Variable Insurance Products Fund II. 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. 16).
    
   
          (8)  (c)  Participation Agreement with Putnam Capital Manager Trust
                    and Putnam Mutual Funds Corp. and Form of Amendment
                    No. 1.* (Filed in Post-Effective Amendment No. 16).
    
          (9)  Not applicable.
          (10) Policy Application Form.
   
     2.   Attorney Opinion, as to the legality of the Securities being
          registered and consent. (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.D.1   (Filed in Post-Effective Amendment No. 4).

          EX-24       Powers of Attorney.

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


<PAGE>
   
                                                           EXHIBIT 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>

                                                                         EX 99.2
                                                    Attorney Opinion and Consent

February 22, 1996

Northwestern National Life
 Insurance Company
20 Washington Avenue South
Minneapolis, Minnesota 55401

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,
amended by Post-Effective Amendment No. 17 thereto, File No. 2-95392 (the
"Registration Statement"), and I have examined such other documents and have
reviewed such matters of law as I deemed necessary for this opinion, and I
advise you that in my opinion:

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


Sincerely,

/s/ Jeffrey A. Proulx
Jeffrey A. Proulx
Attorney

JEN:js


<PAGE>

                                                                          EX-24

                 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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