SELECT LIFE VARIABLE ACCOUNT
485BPOS, 1996-04-10
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<PAGE>


                                                  Registration No. 33-65870
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------


                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


   
                             POST-EFFECTIVE
                             AMENDMENT NO. 5
                                  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)

                      Robert B. Saginaw, 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
__X__ on April 30, 1996 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) of Rule 485
_____ on (date) pursuant to paragraph (a) of Rule 485
    

   
Registrant has chosen to register an indefinite amount of securities in 
accordance with Rule 24f-2. The Rule 24f-2 Notice of Registrant's most recent 
fiscal year was filed on or about February 23, 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                           Financial Statements
    




                                    -iv-

<PAGE>
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                        -------------------------------
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                                   ISSUED BY
                          SELECT*LIFE VARIABLE ACCOUNT
                                       OF
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
 
    This  Prospectus describes a flexible premium variable life insurance policy
(the "Policy") offered  by Northwestern National  Life Insurance Company  ("we",
"us",  "our"). This Policy is designed  to provide lifetime insurance protection
up to Age 95, provided  the Policy's Cash Surrender  Value (that is, the  amount
that  would be paid  to you upon surrender  of the Policy)  is sufficient to pay
certain monthly  charges  imposed  under  the  Policy  (including  the  cost  of
insurance  and certain administrative  charges). It also  is designed to provide
maximum flexibility in connection  with premium payments  and death benefits  by
giving the Policy owner ("you", "your") the opportunity to allocate net premiums
among  investment alternatives  with different  investment objectives.  A Policy
owner may, subject  to certain  restrictions, including  limitations on  premium
payments,  vary the  frequency and  amount of  premium payments  and increase or
decrease the level of death benefits payable under the Policy. This  flexibility
allows  a Policy owner  to provide for  changing insurance needs  under a single
insurance contract.
 
    The Policy provides for a death  benefit payable at the Insured's death.  As
long  as the Policy remains in force, the  death benefit will never be less than
the current Face Amount  less any Policy loans  and unpaid charges. The  minimum
Face  Amount of the Policy is currently $150,000 for issue ages 0 through 44 and
$100,000 for issue ages 45 through 75. The Face Amount may be increased, subject
to certain limitations,  provided that  the increase  is not  less than  $5,000.
Generally,  the  Policy  will remain  in  force  as long  as  the  Policy's Cash
Surrender Value (that is, the amount that would be paid to you upon surrender of
the Policy) is sufficient to pay  certain monthly charges imposed in  connection
with  the Policy  (including the  cost of  insurance and  certain administrative
charges). In addition, the Policy will remain in force for five Policy Years for
issue ages 0 through 59,  and four years for issue  ages 60 through 75,  without
regard  to the Cash  Surrender Value, if  on each Monthly  Anniversary the total
premiums paid on  the Policy,  less any  partial withdrawals  and Policy  loans,
equals  or exceeds the total required Minimum Monthly Premium payments specified
in your Policy  (which is  a feature  of the  Policy called  the "Death  Benefit
Guarantee").
 
   
    Net  premiums  paid  under  the  Policy  are  allocated,  according  to your
instructions,  either  to  the  Select*Life  Variable  Account  (the   "Variable
Account"), which is one of our separate accounts, or to our General Account (the
"Fixed  Account").  Any  amounts  allocated  to  the  Variable  Account  will be
allocated to one  or more Sub-Accounts  of the Variable  Account. The assets  of
each  Sub-Account  will be  invested solely  in the  shares of  one of  the five
portfolios of  the  Variable  Insurance  Products  Fund,  in  one  of  the  four
portfolios  of the  Variable Insurance Products  Fund II,  or in one  of the two
funds available  through  the  Northstar/NWNL  Trust or  in  one  of  six  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.
 
N700.181c
<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?...............................................................10
What is the Fixed Account?...............................................11
What is the Variable Account?............................................11
Who are the investment advisers of the Funds?............................11
What are the minimum and maximum premium payments allowed?...............11
How are premiums allocated to the investment options?....................11
What charges do we make against each premium payment?....................11
What charges do we make against the Accumulation Value?..................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?..................................................14
PART 2. DETAILED INFORMATION
Northwestern National Life Insurance Company.............................14
The Variable Account.....................................................14
Performance Information..................................................14
The Policies.............................................................15
Death Benefit............................................................15
  Death Benefit Options..................................................16
  Which Death Benefit Option to Choose...................................18
  Requested Changes in Face Amount.......................................18
  Insurance Protection...................................................19
  Change in Death Benefit Option.........................................20
  Accelerated Benefit Rider..............................................20
Payment and Allocation of Premiums.......................................21
  Issuing the Policy.....................................................21
  Allocation of Premiums.................................................22
  Amount and Timing of Premiums..........................................22
  Planned Periodic Premiums..............................................23
  Unscheduled Additional Premiums........................................23
  Paying Premiums by Mail................................................23
Death Benefit Guarantee..................................................23
Accumulation Value.......................................................24
Deductions and Charges...................................................25
  Premium Expense Charge.................................................25
  Monthly Deduction......................................................25
  Surrender Charge.......................................................26
  Charges Against the Variable Account...................................29
  Partial Withdrawal and Transfer Charges................................29
  Reduction of Charges...................................................29
Sales Charge Refund......................................................30
Policy Lapse and Reinstatement...........................................31
Surrender Benefits.......................................................31
  Total Surrender........................................................32
  Partial Withdrawal.....................................................32
</TABLE>
 
                                       3
<PAGE>
   
<TABLE>
<S>                                                                        <C>
Transfers................................................................33
Policy Loans.............................................................34
Free Look and Conversion Rights..........................................36
  Free Look Rights.......................................................36
  Conversion Rights......................................................37
Investments of the Variable Account......................................38
  Fidelity's Variable Insurance Products Fund (VIPF):
    Money Market Portfolio...............................................38
    High Income Portfolio................................................38
    Equity-Income Portfolio..............................................39
    Growth Portfolio.....................................................39
    Overseas Portfolio...................................................39
  Fidelity's Variable Insurance Products Fund II (VIPF II):
    Investment Grade Bond Portfolio......................................39
    Contrafund Portfolio.................................................39
    Asset Manager Portfolio..............................................39
    Index 500 Portfolio..................................................39
  Northstar/NWNL Trust (Northstar):
    Northstar Income and Growth Fund.....................................39
    Northstar Multi-Sector Bond Fund.....................................39
  Putnam Capital Manager Trust (PCM):
    PCM Diversified Income Fund..........................................39
    PCM Growth and Income Fund...........................................40
    PCM Utilities Growth and Income Fund.................................40
    PCM Voyager Fund.....................................................40
    PCM Asia Pacific Growth Fund.........................................40
    PCM New Opportunities Fund...........................................40
  Addition, Deletion, or Substitution of Investments.....................40
Voting Rights............................................................40
General Provisions.......................................................41
  Benefits at Age 95.....................................................41
  Ownership..............................................................41
  Proceeds...............................................................41
  Beneficiary............................................................42
  Postponement of Payments...............................................42
  Settlement Options.....................................................42
  Incontestability.......................................................43
  Misstatement of Age and Sex............................................43
  Suicide................................................................43
  Termination............................................................43
  Amendment..............................................................43
  Reports................................................................43
  Dividends..............................................................44
  Collateral Assignment..................................................44
  Optional Insurance Benefits............................................44
Federal Tax Matters......................................................44
  Policy Proceeds........................................................44
  Taxation of Distributions..............................................45
  Taxation of Policies Held by Pension and Certain Deferred Compensation
   Plans.................................................................46
  Taxation of Northwestern National Life Insurance Company...............46
  Other Considerations...................................................46
Legal Developments Regarding Employment -- Related Benefit Plans.........46
Distribution of the Policies.............................................47
Management...............................................................47
  Directors..............................................................47
  Executive Officers.....................................................49
State Regulation.........................................................49
Massachusetts and Montana Residents......................................50
Legal Proceedings........................................................50
</TABLE>
    
 
                                       4
<PAGE>
<TABLE>
<S>                                                                        <C>
Bonding Arrangements.....................................................50
Legal Matters............................................................50
Experts..................................................................50
Registration Statement Contains Further Information......................50
Financial Statements.....................................................50
Appendix A - The Fixed Account..........................................A-1
Appendix B - Calculation of Accumulation Value..........................B-1
Appendix C - Illustration of Accumulation Values, Surrender Charges,
            Cash Surrender Values and Death Benefits....................C-1
Appendix D - Maximum Contingent Deferred Sales Charges
            Per $1,000 of Face Amount...................................D-1
Appendix E - Surrender Charge Guideline Per
            $1,000 of Face Amount.......................................E-1
Fund Prospectuses
  Fidelity's Variable Insurance Products Fund (VIPF):
    Money Market Portfolio............................................VIP-1
    High Income Portfolio.............................................VIP-1
    Equity-Income Portfolio...........................................VIP-1
    Growth Portfolio..................................................VIP-1
    Overseas Portfolio................................................VIP-1
  Fidelity's Variable Insurance Products Fund II (VIPF II):
    Investment Grade Bond Portfolio.................................VIPII-1
    Asset Manager Portfolio.........................................VIPII-1
    Index 500 Portfolio.............................................VIPII-1
    Contrafund Portfolio............................................VIPII-1
  Northstar/NWNL Trust (Northstar):
    Northstar Income and Growth Fund............................Northstar-1
    Northstar Multi-Sector Bond Fund............................Northstar-1
  Putnam Capital Manager Trust (PCM):
    PCM Diversified Income Fund.......................................PCM-1
    PCM Growth and Income Fund........................................PCM-1
    PCM Utilities Growth and Income Fund..............................PCM-1
    PCM Voyager Fund..................................................PCM-1
    PCM Asia Pacific Growth Fund......................................PCM-1
    PCM New Opportunities Fund........................................PCM-1
</TABLE>
 
   
                                       5
    
<PAGE>
DEFINITIONS
 
ACCUMULATION  VALUE. The  total value attributable  to a  specific Policy, which
equals the sum of the  Variable Accumulation Value (the  total of the values  in
   each  Sub-Account of the  Variable Account) and  the Fixed Accumulation Value
   (the value in  the Fixed Account).  See "Accumulation Value"  at page 24  and
   Appendix B.
 
AGE.  The Insured's age at  the last birthday determined  as of the beginning of
each Policy Year.
 
CASH SURRENDER VALUE.  The Accumulation  Value less any  Surrender Charge,  Loan
Amount and unpaid Monthly Deductions.
 
CASH VALUE. The Accumulation Value less any Surrender Charge.
 
CODE. Internal Revenue Code of 1986, as amended.
 
CONTINGENT  DEFERRED  ADMINISTRATIVE  CHARGE. A  contingent  deferred  charge to
reimburse us  for  expenses  incurred  in issuing  the  Policy.  The  Contingent
   Deferred  Administrative Charge will only be  imposed upon total surrender or
   lapse of the Policy during the first 15 Policy Years and during the first  15
   years following any requested increase in Face Amount. The sum of this charge
   and  the  Contingent  Deferred  Sales Charge  is  the  Surrender  Charge. See
   "Deductions and Charges -- Surrender Charge" at page 26.
 
CONTINGENT DEFERRED SALES CHARGE. A  contingent deferred charge to reimburse  us
for expenses relating to the distribution of the Policy. The Contingent Deferred
   Sales Charge will only be imposed upon total surrender or lapse of the Policy
   during  the first 15 Policy Years and during the first 15 years following any
   requested increase in Face Amount. The sum of this charge and the  Contingent
   Deferred  Administrative Charge is the  Surrender Charge. See "Deductions and
   Charges -- Surrender Charge" at page 26.
 
DEATH BENEFIT. The amount determined  under the applicable Death Benefit  Option
(the Level Amount Option or the Variable Amount Option). The proceeds payable to
   the  beneficiary of  the Policy  upon the death  of the  Insured under either
   Death Benefit  Option will  be reduced  by  any Loan  Amount and  any  unpaid
   Monthly Deductions. See "Death Benefit" at page 15.
 
DEATH  BENEFIT GUARANTEE. A  feature of the Policy  guaranteeing that the Policy
will not lapse  during the Death  Benefit Guarantee Period  if, on each  Monthly
   Anniversary,  the  total  premiums  paid  on  the  Policy,  less  any partial
   withdrawals and any Loan Amount, equals or exceeds the total required Minimum
   Monthly Premium  payments  specified  in  your  Policy.  See  "Death  Benefit
   Guarantee" at page 23.
 
DEATH  BENEFIT GUARANTEE PERIOD. The Death Benefit Guarantee Period is the first
five Policy Years for issue ages 0-59 and the first four Policy Years for  issue
   ages 60-75.
 
DEATH  BENEFIT OPTION. Either  of two death benefit  options available under the
Policy (the Level  Amount Option  and the  Variable Amount  Option). See  "Death
   Benefit -- Death Benefit Options" at page 16.
 
FACE  AMOUNT. The minimum Death  Benefit under the Policy  as long as the Policy
remains in force. See "Death Benefit" at page 15.
 
FIXED ACCOUNT. The assets of Northwestern National Life Insurance Company  other
than  those allocated to the Variable Account or any other separate account. See
   Appendix A.
 
FIXED ACCUMULATION VALUE.  The value attributable  to a specific  Policy to  the
extent  such amount is attributable to  the Fixed Account (our General Account).
   Unlike the Variable Accumulation Value, the Fixed Accumulation Value will not
   reflect the investment performance of the Funds. See "Accumulation Value"  at
   page 24 and Appendix B.
 
FUNDS. Any open-end management investment company (or portfolio thereof) or unit
investment trust (or series thereof) in which a Sub-Account invests as described
   herein. See "Investments of the Variable Account" at page 38.
 
INSURED. The person upon whose life the Policy is issued.
 
ISSUE DATE. The date insurance coverage under a Policy begins.
 
                                       6
<PAGE>
LEVEL  AMOUNT  OPTION. One  of  two Death  Benefit  Options available  under the
Policy. Under this option, the Death Benefit is the greater of the current  Face
   Amount or the corridor percentage of Accumulation Value on the Valuation Date
   on  or next following the date of  the Insured's death. See "Death Benefit --
   Death Benefit Options" at page 16.
 
LOAN AMOUNT. The sum of all unpaid Policy loans and unpaid interest due thereon.
See "Policy Loans" at page 34.
 
MINIMUM FACE AMOUNT.  The minimum  Face Amount  shown in  the Policy  (currently
$150,000  for issue ages  0-44 and $100,000  for issue ages  45-75). The minimum
   Face Amount after issue is currently $125,000 for issue ages 0-44 and $75,000
   for issue ages 45-75.
 
MINIMUM MONTHLY PREMIUM. A  monthly premium amount specified  in the Policy  and
determined  by us at issuance of the Policy. The initial Minimum Monthly Premium
   will depend  upon the  Insured's  sex, Age  at  issue, Rate  Class,  optional
   insurance  benefits added by rider, and  the initial Face Amount. A requested
   increase or  decrease in  the Face  Amount,  a change  in the  Death  Benefit
   Option,  or the  addition or  termination of  a Policy  rider may  change the
   Minimum Monthly Premium. The Minimum Monthly Premium determines the  payments
   required  to  maintain  the  Death  Benefit  Guarantee.  See  "Death  Benefit
   Guarantee" at page 23.
 
MONTHLY ANNIVERSARY. The same date in each succeeding month as the Policy  Date.
Whenever  the Monthly Anniversary falls  on a date other  than a Valuation Date,
   the Monthly Anniversary will be considered to be the next Valuation Date.
 
MONTHLY DEDUCTION. A monthly charge deducted from the Accumulation Value of  the
Policy.  This charge includes the cost  of insurance, the Monthly Administrative
   Charge, the Monthly Mortality  and Expense Risk Charge,  and any charges  for
   optional   insurance  benefits.  See  "Deductions   and  Charges  --  Monthly
   Deduction" at page 25.
 
MONTHLY ADMINISTRATIVE CHARGE.  A monthly  charge to reimburse  us for  expenses
incurred  in  administering  the Policy.  This  charge  is part  of  the Monthly
   Deduction. The amount  of this  charge is currently  $8.25 per  month and  is
   guaranteed  not to  exceed $12.00 per  month. See "Deductions  and Charges --
   Monthly Deduction" at page 25.
 
MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for
certain mortality and expense  risks we assume under  the Policy. The  Mortality
   and  Expense Risk Charge  will be an annual  rate of .90 of  1% (.90%) of the
   Variable Accumulation Value of the Policy  during the first 10 Policy  Years.
   During  each Policy Year thereafter the charge  will be an annual rate of .30
   of 1% (.30%) guaranteed not  to exceed .60 of 1%  (.60%) for the duration  of
   the Policy. See "Deductions and Charges -- Monthly Mortality and Expense Risk
   Charge" at page 26.
 
NET  PREMIUM. The gross premium less a Premium Expense Charge deducted from each
premium.
 
NORTHSTAR. Northstar/NWNL Trust
   Northstar Income and Growth Fund
   NorthStar Multi-Sector Bond Fund
 
PCM. Putnam Capital Manager Trust
   PCM Diversified Income Fund
   PCM Growth and Income Fund
   PCM Utilities Growth and Income Fund
   PCM Voyager Fund
   PCM Asia Pacific Growth Fund
   PCM New Opportunities Fund
 
PLANNED PERIODIC  PREMIUM. The  scheduled premium  selected by  you of  a  level
amount at a fixed interval. The initial Planned Periodic Premium you select will
   be  shown in the Policy.  See "Payment and Allocation  of Premiums -- Planned
   Periodic Premiums" at page 23.
 
POLICY, POLICIES. The flexible premium variable life insurance Policy offered by
us and described in this Prospectus.
 
POLICY ANNIVERSARY. The same  date in each succeeding  year as the Policy  Date.
Whenever the Policy Anniversary falls on a date other than a Valuation Date, the
   Policy Anniversary will be considered to be the next Valuation Date.
 
                                       7
<PAGE>
POLICY DATE. The Policy Date is used in determining Policy Years, Policy Months,
Monthly  Anniversaries, and Policy Anniversaries. The  Policy Date will be shown
   in the Policy.
 
POLICY MONTH. A month beginning on the Monthly Anniversary.
 
POLICY YEAR. A year beginning on the Policy Anniversary.
 
PREMIUM EXPENSE CHARGE. An amount deducted  from each premium payment, which  is
guaranteed  not to exceed 5.00% of each  premium payment for the duration of the
   Policy plus  $2.00  per  premium  payment.  The  Premium  Expense  Charge  is
   currently  5.00% of each  premium payment in  Policy Years 1-10  and 3.00% of
   each premium payment after the tenth Policy Year. The Premium Expense  Charge
   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 30.
 
SEC. Securities and Exchange Commission.
 
SIGNATURE GUARANTEE. A guarantee of your signature  by a member firm of the  New
York,  American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or by
   a commercial bank  (not a  savings bank)  which is  a member  of the  Federal
   Deposit  Insurance Corporation, or, in certain cases, by a member firm of the
   National Association of  Securities Dealers,  Inc. that has  entered into  an
   appropriate agreement with us.
 
SUB-ACCOUNT.  A sub-division of  the Variable Account.  Each Sub-Account invests
exclusively in the shares of a specified Fund.
 
SURRENDER CHARGE. A charge imposed upon  total surrender or lapse of the  Policy
during  the first 15 Policy Years and the first 15 years following any requested
   increase in Face  Amount. The  Surrender Charge, consists  of the  Contingent
   Deferred  Administrative Charge and the Contingent Deferred Sales Charge. See
   "Deductions and Charges -- Surrender Charge" at page 26.
 
SURRENDER CHARGE GUIDELINE. An amount  used in calculating Sales Charge  Refunds
(see  "Sales Charge Refund"  at page 30  and in calculating  the sales charge on
   requested increases in Face Amount (see "Deductions and Charges --  Surrender
   Charge  -- Contingent  Deferred Sales  Charge Calculation"  at page  28). The
   Surrender Charge Guideline  will equal  the amount obtained  by dividing  the
   Face  Amount or the  amount of a requested  increase, as the  case may be, by
   $1,000, and multiplying the result by the applicable factor from Appendix  E.
   The  Surrender Charge Guideline  factors included in Appendix  E are based on
   certain provisions of Rule 6e-3(T), adopted by the SEC.
 
UNIT VALUE. The unit measure by which the value of the Policy's interest in each
Sub-Account is determined. See Appendix B.
 
VALUATION DATE. Each day the New York Stock Exchange is open for trading or  any
other  day on which there is sufficient trading in a Fund's portfolio securities
   to materially affect  the Unit  Value in the  corresponding Sub-Account.  See
   Appendix B.
 
VALUATION  PERIOD. The period between two successive Valuation Dates, commencing
at the close of business of a Valuation Date and ending at the close of business
   of the next Valuation Date. See Appendix B.
 
VARIABLE ACCOUNT. Select*Life  Variable Account, a  separate investment  account
established  by us to receive and invest Net Premiums paid under the Policy. See
   "The Variable Account" at page 14.
 
                                       8
<PAGE>
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  corridor percentage  of
   Accumulation Value on the Valuation Date on or next following the date of the
   Insured's death. See "Death Benefit -- Death Benefit Options" at page 16.
 
VIPF. Variable Insurance Products Fund
   Money Market Portfolio
   High Income Portfolio
   Equity-Income Portfolio
   Growth Portfolio
   Overseas Portfolio
 
VIPF II. Variable Insurance Products Fund II
   Investment Grade Bond Portfolio
   Asset Manager Portfolio
   Index 500 Portfolio
   Contrafund Portfolio
 
WE, US, OUR. Northwestern National Life Insurance Company.
 
YOU,  YOUR. The Policy owner as designated  in the application for the Policy or
as subsequently changed. If a Policy has been absolutely assigned, the  assignee
   is the Policy owner. A collateral assignee is not the Policy owner.
 
                                       9
<PAGE>
PART 1. SUMMARY
 
    This  is a brief summary of the Policy's features. More detailed information
follows later in this Prospectus.
 
HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE?
 
    Like traditional life insurance:
 
    - The  Policy  provides  a  guaranteed  minimum  amount  of  life  insurance
      coverage.
 
    - As long as you meet the requirements for the Death Benefit Guarantee, your
      Policy will remain in force during the Death Benefit Guarantee Period.
 
    - You  can surrender the Policy while the  Insured is living and receive its
      Cash Surrender Value.
 
    - The Policy has a loan value.
 
    - The Fixed Accumulation Value is guaranteed.
 
    Unlike traditional life insurance:
 
    - You choose where the Net Premiums for the Policy are invested.
 
    - You may transfer existing values among the investment options.
 
    - The Variable  Accumulation Value  may increase  or decrease  based on  the
      investment performance of the Funds you select.
 
    - You choose between two Death Benefit Options.
 
    - You choose the amount and frequency of your premium payments.
 
    - After  the  second Policy  Year,  you can  increase  or decrease  the Face
      Amount.
 
WHAT IS THE DEATH BENEFIT?
    You choose one of two  Death Benefit Options --  the Level Amount Option  or
the  Variable Amount Option. The Death Benefit  under the Level Amount Option is
the greater of the Face Amount or the corridor percentage of Accumulation  Value
on  the Valuation Date on or next following the date of the Insured's death. The
Death Benefit under the Variable  Amount Option is equal  to the greater of  the
Face  Amount  plus  the  Accumulation  Value,  or  the  corridor  percentage  of
Accumulation Value on the Valuation  Date on or next  following the date of  the
Insured's death. See "Death Benefit".
 
    The  proceeds  payable upon  the  death of  the  Insured under  either Death
Benefit Option  will  be reduced  by  any Loan  Amount  and any  unpaid  Monthly
Deductions.
 
    The  Death Benefit will  never be less than  the Face Amount  as long as the
Policy is in force and there is no Loan Amount or unpaid Monthly Deductions.
 
    Under certain circumstances a part of the  Death Benefit may be paid to  you
when  the  Insured  has  been  diagnosed  as  having  a  terminal  illness.  See
"Accelerated Benefit Rider".
 
WHAT FLEXIBILITY DO YOU HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?
    After the  second Policy  Year, you  have flexibility  to adjust  the  Death
Benefit  by increasing  or decreasing the  Face Amount. You  cannot decrease the
Face Amount below the Minimum Face Amount  shown in the Policy. Any increase  in
the  Face Amount may require additional evidence of insurability satisfactory to
us and will result in additional charges.  See "Death Benefit -- Change in  Face
Amount".
 
    Generally,  you may also change  the Death Benefit Option  at any time after
the second Policy  Year. See "Death  Benefit Option --  Change in Death  Benefit
Option".
 
    For  a discussion of available techniques  to adjust the amount of insurance
protection to satisfy changing insurance needs, see "Death Benefit --  Insurance
Protection".
 
WHAT IS THE DEATH BENEFIT GUARANTEE?
    During  the Death Benefit Guarantee Period, if you meet the requirements for
the Death Benefit  Guarantee we will  not lapse  your Policy, even  if the  Cash
Surrender  Value is not sufficient  to cover the Monthly  Deduction that is due.
See "Death Benefit Guarantee".
 
IF THE DEATH BENEFIT GUARANTEE IS NOT IN EFFECT, WHAT WILL CAUSE THE POLICY TO
LAPSE?
    The Policy will only lapse if the Cash Surrender Value plus any Sales Charge
Refund is less than the Monthly Deduction due  and if a grace period of 61  days
expires without a sufficient payment. The
 
                                       10
<PAGE>
Policy  thus differs in two important  respects from traditional life insurance.
First, the failure  to pay  a Planned  Periodic Premium  will not  automatically
cause  the Policy to lapse. Second, even  if Planned Periodic Premiums have been
paid, the Policy may lapse. See "Policy Lapse and Reinstatement -- Lapse".
 
WHAT IS THE FIXED ACCOUNT?
    The Fixed Account  consists of all  of our  assets other than  those in  our
separate  accounts (including  the Variable Account).  We credit  interest of at
least 4% per year  on any amounts you  have in the Fixed  Account. From time  to
time  we may guarantee interest in excess  of 4%. Interests in the Fixed Account
have not been  registered under  the Securities  Act of  1933 nor  is the  Fixed
Account  subject to the restrictions of the  Investment Company Act of 1940. See
Appendix A, "The Fixed Account".
 
WHAT IS THE VARIABLE ACCOUNT?
    The Select*Life  Variable Account  is  one of  our separate  accounts.  Only
premiums  from our variable life insurance policies are invested in the Variable
Account. See "The Variable Account".
 
    The Variable Account  is divided  into Sub-Accounts.  Premiums allocated  to
each Sub-Account are invested in shares, at net asset value, of the Fund related
to  that Sub-Account.  The Variable Accumulation  Value of the  Policy will vary
with, among  other things,  the investment  performance of  the Funds  to  which
Policy  premiums  are  allocated  and the  charges  deducted  from  the Variable
Accumulation Value. See "Accumulation Value".
 
WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?
    Fidelity Management & Research Company  is the investment adviser of  VIPF's
five portfolios and of VIPF II's four portfolios.
 
    Northstar  Investment Management Corporation,  an affiliate of  ours, is the
investment adviser of Northstar's two funds.
 
    Putnam Investment Management, Inc.  ("Putnam Management") is the  investment
adviser of PCM's six funds.
 
WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED?
    With certain restrictions, you can choose when you pay premiums and how much
each  payment will  be. In most  cases, however, payment  of cumulative premiums
sufficient to maintain the Death Benefit Guarantee will be required to keep  the
Policy  in force  during at  least the  first several  Policy Years  (see "Death
Benefit Guarantee"). We may choose not to accept a payment of less than  $25.00.
We do, however, reserve the right to limit the amount of any payment and certain
maximum  limits apply. We will return to you any premium paid to the extent that
total premiums paid, both  scheduled and unscheduled,  would exceed the  current
maximum  premium payments allowed for life  insurance under Federal tax law. See
"Payment and Allocation of Premiums -- Amount and Timing of Premiums".
 
HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS?
    You choose  the premium  allocation  on the  application. You  can  allocate
premiums  to the Fixed Account  and/or one or more  Sub-Accounts of the Variable
Account. The  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  guaranteed not  to  exceed 5.00%  of  each premium  payment  for the
duration of the Policy.  The Premium Expense Charge  is currently 5.00% of  each
premium payment in Policy Years 1-10 and 3.00% of each premium payment after the
tenth  Policy Year.  The Premium  Expense Charge 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 and transfer and partial withdrawal charges.
 
    The  Monthly  Deduction  will  be  deducted  monthly  from  both  the  Fixed
Accumulation  Value and the Variable Accumulation Value and includes the cost of
insurance, the Monthly Administrative
 
                                       11
<PAGE>
Charge, the Monthly Mortality and Expense Risk Charge, and charges for  optional
insurance  benefits. The cost of insurance will be determined by multiplying the
applicable cost of  insurance rate(s)  by the net  amount at  risk. The  Monthly
Administrative  Charge is  currently $8.25  per month  and is  guaranteed not to
exceed $12.00 per month. The Monthly  Mortality and Expense Risk Charge will  be
equal  to one-twelfth  of .90  of 1% (.90%)  of the  Variable Accumulation Value
(that is, the total value attributable to a specific Policy in the  Sub-Accounts
of  the  Variable Account)  of  the Policy  during  the first  10  Policy Years.
Beginning on Policy Year 11 and each year thereafter this monthly charge will be
one-twelfth of .30 of 1%  (.30%) guaranteed not to exceed  .60 of 1% (.60%)  for
the  duration of  the Policy. The  charges for optional  insurance benefits will
vary depending  upon the  benefit(s) selected.  See "Deductions  and Charges  --
Monthly Deduction".
 
    There  is currently  no charge  imposed for  each transfer  but we presently
charge $10.00 for each partial withdrawal. The charge for transfers and  partial
withdrawals  is  guaranteed  not  to  exceed  $25.00  per  transfer  or  partial
withdrawal. See  "Deductions  and Charges  --  Transfer and  Partial  Withdrawal
Charges".
 
WHAT CHARGES DO WE MAKE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY?
    During  the first  15 years the  Policy is in  force and the  first 15 years
following a requested  increase in the  Face Amount,  there is a  charge if  the
Policy  lapses or you surrender the Policy (the Surrender Charge). The Surrender
Charge consists of  the Contingent Deferred  Sales Charge to  recover our  sales
expenses,  and  the Contingent  Deferred  Administrative Charge  to  recover our
policy issue expenses. See "Deductions and Charges -- Surrender Charge".
 
    The maximum  Contingent Deferred  Sales Charge  and the  maximum  Contingent
Deferred  Administrative Charge on the initial  Face Amount and on any requested
increases in  Face Amount  will be  determined on  the Policy  Date and  on  the
effective date of any such requested increase, as the case may be. These maximum
charges  then remain level during  the first five years  in the relevant 15-year
period, and then reduce  in equal monthly increments  until they become zero  at
the  end of  15 years. Thus,  if the Policy  remains in force  during the entire
relevant 15-year period, you do not pay this charge.
 
    The Contingent Deferred  Administrative Charge  on the  initial Face  Amount
will depend upon the initial Face Amount. The Contingent Deferred Administrative
Charge on any requested increase in Face Amount will depend upon the Face Amount
of  the increase. During  the first five  years in the  relevant 15-year period,
this charge is $5.00 per $ 1,000 of Face Amount.
 
    The Contingent Deferred Sales Charge on the initial Face Amount will  depend
upon  the initial  Face Amount, the  Insured's Age  on the Policy  Date, and the
Insured's sex. The Contingent Deferred Sales Charge on any requested increase in
Face Amount will depend upon the Face Amount of the increase, the Insured's  Age
on the effective date of the increase, and the Insured's sex (see Appendix D).
 
    The  Contingent  Deferred  Sales  Charge applicable  to  Policies  issued in
Massachusetts and Montana will not be affected by the Insured's sex.  Therefore,
the  Contingent Deferred  Sales Charge applied  to Policies issued  in these two
states will differ  from the  charge made on  Policies issued  in other  states.
Also,  the  Contingent  Deferred  Sales Charge  applied  to  Policies  issued in
Pennsylvania may  be higher  or lower  than  in other  states depending  on  the
Insured's Age and sex.
 
    The  Surrender  Charge  imposed  upon  early  surrender  or  lapse  will  be
significant. As a  result, you should  purchase a  Policy only if  you have  the
financial capability to keep it in force for a substantial period of time.
 
WHAT IS THE VALUE OF THE POLICY IF YOU SURRENDER IT?
    In  general, the Cash Surrender Value is the amount you would receive if you
surrender the Policy. To determine  the Cash Surrender Value, your  Accumulation
Value is reduced by the Surrender Charge, if any, and any Loan Amount and unpaid
Monthly  Deductions. During the first two Policy  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 processing charge.
We currently make  a $10.00 charge  for each partial  withdrawal. The charge  is
guaranteed  not  to  exceed  $25.00 per  partial  withdrawal.  Only  one partial
withdrawal is allowed  in any Policy  Year. See "Surrender  Benefits --  Partial
Withdrawal".
 
WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS?
    You  have a limited free look period during which you have a right to return
the Policy  and receive  a  refund of  all premiums  paid.  See "Free  Look  and
Conversion Rights -- Free Look Rights". The Policy must be returned to us by the
latest of:
 
    - Midnight of the 20th day after you receive it;
 
    - Midnight  of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your application for the Policy is
      signed.
 
    Also, the Policy may in effect be converted in whole or in part to a  "fixed
benefit"  policy  (providing  benefits  that do  not  vary  with  the investment
performance of the Variable Account) at any time by transferring all or part  of
the  Accumulation Value  of the  Policy from the  Variable Account  to the Fixed
Account. For Policies issued in  Connecticut, the Conversion Right is  exercised
by  exchanging the Policy for a different permanent fixed benefit life insurance
policy offered by  us in this  state. See  "Free Look and  Conversion Rights  --
Conversion Rights".
 
    Similar  free look  and conversion  rights will  be available  for requested
increases in the Face Amount. See "Free Look and Conversion Rights".
 
CAN YOU TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT?
    Subject to  certain restrictions,  you  can transfer  all  or part  of  your
Accumulation  Value between the  investment options of  the Policy. We currently
allow up to  twelve transfers  per year. Transfers  from the  Fixed Account  are
subject to certain additional restrictions. We reserve the right to limit you to
four  transfers per year  and to make  a charge for  each transfer. We currently
make no charge for each transfer. This charge is guaranteed not to exceed $25.00
per transfer.  To the  extent, however,  that you  request a  transfer from  the
Variable  Account  to  the  Fixed Account  in  connection  with  exercising your
conversion rights under  the Policy  (see "Free  Look and  Conversion Rights  --
Conversion  Rights"), the limit on  the number of transfers  and the charge will
not apply. See "Transfers".
 
CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?
    At any time after  the first Policy Year,  you can borrow up  to 75% of  the
Cash  Value  of  the  Policy  less any  existing  Loan  Amount.  (In  Texas, the
percentage is 100% and in Alabama, Maryland and Virginia, the percentage is 90%.
In Indiana you can borrow up to 75%  of the Cash Value of the Policy during  the
first  Policy Year.) Each loan  must be at least  $500, except in Connecticut it
must be at least $200. Interest is  payable in advance for each Policy Year  and
accrues  daily at an effective annual rate  that will not exceed 8.00% (which is
7.40% when payable  in advance).  After the tenth  Policy Year,  we will  charge
interest  at an annual rate of 5.50% (which is 5.21% when payable in advance) on
the portion of your Loan  Amount that is not in  excess of (a) the  Accumulation
Value,  less (b) the total of all  premiums paid net of all partial withdrawals.
See "Policy Loans".
 
ARE DEATH BENEFIT PROCEEDS TAXABLE INCOME TO THE BENEFICIARY?
    Under current  Federal tax  law, as  long as  the Policy  qualifies as  life
insurance the Death Benefit under the Policy will be subject to the same Federal
income  tax treatment as proceeds of  traditional life insurance. Therefore, the
Death Benefit should not be taxable income to the beneficiary. See "Federal  Tax
Matters -- Policy Proceeds".
 
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".
 
                                       13
<PAGE>
WHO SELLS THE POLICIES?
    The Policies are sold by licensed  insurance agents who are also  registered
representatives  of broker-dealers registered under  the Securities Exchange Act
of 1934 and who are members  of the National Association of Securities  Dealers,
Inc.  Washington Square Securities, Inc., an affiliate of ours, is the Principal
Underwriter of the Policies. See "Distribution of the Policies".
 
PART 2. DETAILED INFORMATION
 
NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
 
    We are a  stock life insurance  company organized in  1885 and  incorporated
under  the  laws  of the  State  of  Minnesota. Effective  January  3,  1989, we
converted from  a  stock and  mutual  life insurance  company  to a  stock  life
insurance  company,  and  through a  merger,  we became  a  direct, wholly-owned
subsidiary of ReliaStar Financial Corp.  (formerly known as The NWNL  Companies,
Inc.).  We offer individual life insurance  and annuities, employee benefits and
retirement  contracts.   The  Policies   described   in  this   Prospectus   are
nonparticipating.  On  a  consolidated  basis,  we  have  $178  billion  of life
insurance in force and our  assets are $15.5 billion. Our  Home Office is at  20
Washington Avenue South, Minneapolis, Minnesota 55401 (telephone 612-372-5507).
 
THE VARIABLE ACCOUNT
 
    The Variable Account is a Separate Account of ours, established by the Board
of Directors on October 11, 1984 pursuant to the laws of the State of Minnesota.
The Variable Account will receive and invest the Net Premiums paid and allocated
to  it under this  Policy. In addition, the  Variable Account currently receives
and invests net  premiums for another  class of flexible  premium variable  life
insurance  policy  and may  do  so for  additional  classes in  the  future. The
Variable Account meets the definition of a "separate account" under the  federal
securities  laws and has been registered with the SEC as a unit investment trust
under the Investment  Company Act  of 1940.  The registration  does not  involve
supervision  by the SEC of the management or investment policies or practices of
the Variable Account, us, or the Funds.
 
    We own the assets of the Variable Account. However, the Minnesota laws under
which the Variable  Account was  established provide that  the Variable  Account
cannot  be charged  with liabilities  arising out of  any other  business we may
conduct. We are  required to maintain  assets which  are at least  equal to  the
reserves  and other liabilities of the  Variable Account. We may transfer assets
which exceed these reserves  and liabilities to our  general account (the  Fixed
Account).
 
    For a description of the Fixed Account, see Appendix A to this Prospectus.
 
PERFORMANCE INFORMATION
 
    Performance information for the Sub-Accounts of the Variable Account and the
Funds   available  for  investment  by  the   Variable  Account  may  appear  in
advertisements, sales literature,  or reports  to Policy  owners or  prospective
purchasers. Performance information for the Sub-Accounts will reflect deductions
of  Fund Expenses  and be  adjusted to  reflect the  Mortality and  Expense Risk
Charge,
but will  not reflect  deductions for  the cost  of insurance  or the  Surrender
Charge.  Quotations of performance information for the Funds will be accompanied
by performance information for the Sub-Accounts. Performance information for the
Funds will take into account  all fees and charges at  the Fund level, but  will
not  reflect any deductions  from the Variable  Account. Performance information
reflects only the performance of  a hypothetical investment during a  particular
time period in which the calculations are based. Performance information showing
total returns and average annual total returns may be provided for periods prior
to the date a Sub-Account commenced operation. Such performance information will
be  calculated based on  the assumption that the  Sub-Accounts were in existence
for the same periods as those indicated for the Funds, with the level of charges
at the  Variable Account  level that  were in  effect at  the inception  of  the
Sub-Accounts.  Performance  information should  be  considered in  light  of the
investment objectives and policies, characteristics and quality of the portfolio
of the Fund in which the  Sub-Account invests, and the market conditions  during
the  given period of time,  and should not be  considered as a representation of
what may be achieved in the future.
 
    We may  also provide  individualized  hypothetical illustrations  of  Policy
Accumulation  Value, Cash Surrender Value and  Death Benefit based on historical
investment returns of the Funds. These illustrations will reflect deductions for
Fund expenses and Policy and Variable Account charges,
 
                                       14
<PAGE>
including the  Monthly  Deduction,  Premium Expense  Charge  and  the  Surrender
Charge.  These hypothetical illustrations will be based on the actual historical
experience of the  Funds as  if the  Sub-Accounts had  been in  existence and  a
Policy issued for the same periods as those indicated for the Funds.
 
    Performance  of the Sub-Accounts  and/or the Funds as  reported from time to
time in advertisements and  sales literature may be  compared to other  variable
life  insurance issuers in general or to  the performance of particular types of
variable life insurance policies investing in mutual funds, or investment series
of mutual funds with investment objectives similar to each of the  Sub-Accounts,
whose performance is reported by Lipper Analytical Services, Inc. ("Lipper") and
Morningstar.  Inc.  ("Morningstar")  or  reported  by  other  series, companies,
individuals or other  industry or  financial publications  of general  interest,
such  as  FORBES,  MONEY,  THE WALL  STREET  JOURNAL,  BUSINESS  WEEK, BARRON'S,
CHANGING TIMES, and  FORTUNE. Lipper  and Morningstar  are independent  services
which  monitor and rank  the performances of variable  life insurance issuers in
each of the major categories of investment objectives on an industry-wide basis.
 
    Lipper's and Morningstar's rankings include variable annuity issuers as well
as variable life insurance issuers. The performance analysis prepared by  Lipper
and  Morningstar  ranks such  issuers  on the  basis  of total  return, assuming
reinvestment of distributions, but does not take sales charges, redemption  fees
or certain expense deductions at the separate account level into consideration.
 
    We  may also compare the performance  of each Sub-Account in advertising and
sales literature to the Standard & Poor's Index of 500 common stocks and the Dow
Jones Industrials, which are widely  used measures of stock market  performance.
We  may  also  compare  the  performance of  each  Sub-Account  to  other widely
recognized indices. Unmanaged indices may assume the reinvestment of  dividends,
but  typically do not  reflect any "deduction"  for the expense  of operating or
managing an investment portfolio.
 
THE POLICIES
 
    The Policies are  flexible premium  variable life  insurance contracts  with
death  benefits, cash values,  and other features  of traditional life insurance
contracts. They are "flexible premium" because  premiums do not have to be  paid
according  to  a fixed  schedule.  They are  "variable"  because, to  the extent
Accumulation Value is attributable to the Variable Account, Accumulation  Values
and,  under certain circumstances, the Death  Benefit will increase and decrease
based on the  investment performance  of the Funds  to which  you allocate  your
premium payments.
 
DEATH BENEFIT
 
    Like  traditional life insurance, we pay a death benefit if the Insured dies
while the Policy is in force. The proceeds payable upon the death of the Insured
will be the  Death Benefit (see  "Death Benefit Options"  below) reduced by  any
Loan  Amount and unpaid Monthly  Deductions. All or part  of the proceeds may be
paid in  cash to  your beneficiaries  or under  one or  more of  the  settlement
options we offer (see "General Provisions -- Settlement Options").
 
    The  Policy provides two Death Benefit  Options: the Level Amount Option and
the Variable  Amount  Option.  You  choose  the  Death  Benefit  Option  on  the
application  for the Policy. Subject to  certain limitations, you can change the
Death Benefit Option after issuance of the Policy. See "Death Benefit --  Change
in Death Benefit Option".
 
    The  Death Benefit may vary with  the Policy's Accumulation Value. Under the
Level Amount Option,  the Death  Benefit will  only vary  with the  Accumulation
Value whenever the Accumulation Value multiplied by the corridor percentage (see
"Death  Benefit Options -- Level Amount Option")  exceeds the Face Amount of the
Policy. The Death Benefit under the Variable Amount Option will always vary with
the Accumulation Value because the Death Benefit equals the Face Amount plus the
Accumulation Value, or the corridor percentage of the Accumulation Value.  Under
either  Death Benefit Option, however, the Death Benefit will never be less than
the current Face Amount of  the Policy and will be  payable only as long as  the
Policy remains in force.
 
    In addition to affecting the amount of the Death Benefit as described above,
the  Accumulation  Value generally  determines how  long  the Policy  remains in
force. See "Policy  Lapse and  Reinstatement". This  means that,  to the  extent
Accumulation  Value  is attributable  to  the Variable  Account,  the investment
performance of the Variable  Account (and the underlying  Funds) may affect  the
duration  of the Policy by affecting the  amount of Accumulation Value. You bear
the investment risk with respect
 
                                       15
<PAGE>
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  during  the  Death  Benefit  Guarantee  Period,  without  regard  to  the
investment performance under the Policy.
 
    Appendix  C  illustrates  Accumulation   Values,  Surrender  Charges,   Cash
Surrender  Values,  and  Death  Benefits assuming  different  levels  of premium
payments and investment returns for selected Ages and Face Amounts.
 
DEATH BENEFIT OPTIONS
    The Level Amount Option and the Variable Amount Option are described below.
 
    LEVEL AMOUNT OPTION. The  Death Benefit is the  greater of the current  Face
Amount  of the Policy  or the corridor  percentage of Accumulation  Value on the
Valuation Date  on  or next  following  the date  of  the Insured's  death.  The
corridor  percentage is 250% for an Insured  Age 40 or below, and the percentage
declines with increasing Ages as shown in the Corridor Percentage Table on  page
17.  Accordingly, under  the Level Amount  Option the Death  Benefit will remain
level unless the corridor percentage  of Accumulation Value exceeds the  current
Face  Amount, in  which case the  amount of the  Death Benefit will  vary as the
Accumulation Value varies.
 
    ILLUSTRATION OF  LEVEL AMOUNT  OPTION. For  purposes of  this  illustration,
assume that the Insured is under Age 40, and that there is no Loan Amount. Under
the  Level Amount Option,  a Policy with  a $200,000 Face  Amount will generally
have a $200,000 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 $80,000, the Death Benefit will exceed the  $200,000
Face  Amount.  Each  additional dollar  added  to the  Accumulation  Value above
$80,000 will increase  the Death  Benefit by  $2.50. Thus,  if the  Accumulation
Value exceeds $80,000 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 $100,000  will  be entitled  to  a Death  Benefit  of
$250,000 ($100,000 X 250%); an Accumulation Value of $150,000 will yield a Death
Benefit  of $375,000  ($150,000 X 250%);  and an Accumulation  Value of $200,000
will yield a Death Benefit of $500,000 ($200,000 X 250%).
 
    Similarly, as long as  the Accumulation Value  exceeds $80,000, 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 $150,000 to $140,000 because
of partial withdrawals, charges, or  negative investment performance, the  Death
Benefit  will be reduced from $375,000 to $350,000. If at any time, however, the
Accumulation Value multiplied by the corridor  percentage is less than the  Face
Amount, the Death Benefit will equal the current Face Amount of the Policy.
 
    The corridor percentage becomes lower as the Insured's Age increases. If the
current  Age of  the Insured  in the  illustration above  were, for  example, 50
(rather than under  Age 40), the  corridor percentage would  be 185%. The  Death
Benefit  would not exceed the $200,000 Face Amount unless the Accumulation Value
exceeded approximately $108,110 (rather than $80,000), and each $1 then added to
or taken from  the Accumulation Value  would change the  Death Benefit by  $1.85
(rather than $2.50).
 
                                       16
<PAGE>
                           CORRIDOR PERCENTAGE TABLE
 
<TABLE>
<CAPTION>
    Insured's Age on
    Previous Policy          Corridor Percentage
      Anniversary           of Accumulation Value
- ------------------------  -------------------------
<S>                       <C>
     40 or younger                     250%
           41                          243
           42                          236
           43                          229
           44                          222
           45                          215
           46                          209
           47                          203
           48                          197
           49                          191
           50                          185
           51                          178
           52                          171
           53                          164
           54                          157
           55                          150
           56                          146
           57                          142
           58                          138
           59                          134
           60                          130
           61                          128
           62                          126
           63                          124
           64                          122
           65                          120
           66                          119
           67                          118
           68                          117
           69                          116
           70                          115
           71                          113
           72                          111
           73                          109
           74                          107
         75-90                         105
           91                          104
           92                          103
           93                          102
           94                          101
           95                          100
</TABLE>
 
    VARIABLE  AMOUNT OPTION. The  Death Benefit is  equal to the  greater of the
current Face Amount plus the Accumulation  Value of the Policy, or the  corridor
percentage  of the Accumulation Value on the Valuation Date on or next following
the date of the Insured's death. The corridor percentage is 250% for an  Insured
Age 40 or below, and the percentage declines with increasing Age as shown in the
Corridor  Percentage Table above. Accordingly,  under the Variable Amount Option
the amount  of the  Death Benefit  will always  vary as  the Accumulation  Value
varies.
 
    ILLUSTRATION  OF VARIABLE AMOUNT OPTION.  For purposes of this illustration,
assume that the Insured is under Age 40 and that there is no Loan Amount.  Under
the  Variable  Amount Option,  a  Policy with  a  Face Amount  of  $200,000 will
generally pay a Death Benefit of $200,000 plus the Accumulation Value. Thus, for
example, a  Policy with  an Accumulation  Value  of $40,000  will have  a  Death
Benefit  of $240,000 ($200,000 + $40,000); an Accumulation Value of $80,000 will
yield a Death Benefit of
 
                                       17
<PAGE>
$280,000 ($200,000 + $80,000). 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 $133,333, the Death Benefit will be greater than the Face
Amount plus the Accumulation Value.  Each additional dollar of the  Accumulation
Value  above $133,333  will increase  the Death Benefit  by $2.50.  Thus, if the
Accumulation Value exceeds $133,333 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 $150,000 will be entitled to a  Death
Benefit  of $375,000 ($150,000  X 250%); an Accumulation  Value of $200,000 will
yield a Death Benefit of $500,000  ($200,000 X 250%), and an Accumulation  Value
of $250,000 will yield a Death Benefit of $625,000 ($250,000 X 250%).
 
    Similarly,  any time  the Accumulation  Value exceeds  $133,333, 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 $150,000 to $140,000 because
of  partial withdrawals, charges, or  negative investment performance, the Death
Benefit will be reduced from $375,000 to $350,000. If at any time, however,  the
Accumulation  Value multiplied by the corridor  percentage is less than the Face
Amount plus the Accumulation Value, then  the Death Benefit will be the  current
Face Amount plus the Accumulation Value of the Policy.
 
    The corridor percentage becomes lower as the Insured's Age increases. If the
current  Age of  the Insured  in the  illustration above  were, for  example, 50
(rather than under 40), the corridor percentage would be 185%. The amount of the
Death Benefit would be  the sum of the  Accumulation Value plus $200,000  unless
the  Accumulation Value exceeded approximately  $235,294 (rather than $133,333),
and each $1 then added to or taken from the Accumulation Value would change  the
Death Benefit by $1.85 (rather than $2.50).
 
WHICH DEATH BENEFIT OPTION TO CHOOSE
    If  you prefer to have premium payments and favorable investment performance
reflected partly in the form of  an increasing Death Benefit, you should  choose
the  Variable  Amount Option.  If  you are  satisfied  with the  amount  of your
existing insurance coverage and  prefer to have  premium payments and  favorable
investment  performance  reflected to  the  maximum extent  in  the Accumulation
Value, you should choose the Level Amount Option.
 
REQUESTED CHANGES IN FACE AMOUNT
    Subject to certain limitations, you may  request an increase or decrease  in
the  Face Amount. No increase  or decrease in the  Face Amount will be permitted
during the first two Policy Years.
 
    INCREASES. For an  increase in the  Face Amount, a  written request must  be
submitted  to  us.  We  may also  require  additional  evidence  of insurability
satisfactory to  us. The  effective date  of the  increase will  be the  Monthly
Anniversary  on or next following our approval of the increase. The increase may
not be less  than $5,000 and  no increase  will be permitted  after the  Insured
reaches  Age 75. We  will deduct any  charges associated with  the increase (the
increases in the cost of insurance and the Surrender Charge upon lapse or  total
surrender  -- see "Effect of  Requested Changes in Face  Amount" below) from the
Accumulation Value, whether or not you  pay an additional premium in  connection
with  the increase. You will  be entitled to limited  free look, conversion, and
refund rights with  respect to requested  increases in Face  Amount. See  "Sales
Charge Refund" and "Free Look and Conversion Rights".
 
    DECREASES. For a decrease in the Face Amount, a written request must also be
submitted  to  us. Any  decrease in  the Face  Amount will  be effective  on the
Monthly Anniversary on or next following  our receipt of a written request.  You
cannot request a decrease in the Face Amount more frequently than once every six
months.  The Face Amount remaining in force after any requested decrease may not
be less than the Minimum Face Amount  shown in the Policy. 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  $200,000  with  a
standard  Rate Class, and that successive increases  of $50,000 (at a Rate Class
of 200%) and $100,000  (at a Rate Class  of 300%) were added.  If a decrease  of
$100,000 or less is requested, the amount of insurance at a 300% Rate Class will
be  reduced first. If a decrease of  more than $100,000 is requested, the amount
at a 300% Rate Class will be eliminated, and the excess over $100,000 will  next
reduce the amount of insurance at a 200% Rate Class.
 
    EFFECT  OF REQUESTED CHANGES IN FACE AMOUNT. An increase or decrease in Face
Amount will affect the Monthly Deduction  because the cost of insurance  depends
upon  the Face  Amount. The charge  for certain optional  insurance benefits may
also be affected. See "Deductions and Charges -- Monthly Deduction". An increase
in the Face Amount  will increase the  Surrender Charge, but  a decrease in  the
Face  Amount  will not  reduce the  Surrender Charge.  The Surrender  Charge is,
however, imposed only upon lapse or total surrender of the Policy and not upon a
requested decrease  in Face  Amount. See  "Deductions and  Charges --  Surrender
Charge".
 
    An  increase in the Face Amount will increase the Minimum Monthly Premium as
of the effective date  of the increase.  Therefore, additional premium  payments
may  be required to maintain the Death Benefit Guarantee. A decrease in the Face
Amount will reduce the Minimum Monthly Premium  as of the effective date of  the
decrease. See "Death Benefit Guarantee".
 
    The  additional Surrender Charge on a  requested increase in the Face Amount
will reduce the Cash Surrender Value  (which is the Accumulation Value less  any
Surrender  Charge, Loan Amount and unpaid  Monthly Deductions). If the resulting
Cash Surrender  Value is  not sufficient  to cover  the Monthly  Deduction,  the
Policy  may lapse unless the Death Benefit  Guarantee is in effect. However, the
maximum Surrender Charge  on a requested  increase in Face  Amount is phased  in
over  equal monthly increments during the  first three years after the requested
increase, which  minimizes the  risk of  Policy Lapse.  See "'Policy  Lapse  and
Reinstatement -- Lapse", "Death Benefit Guarantee" and "Surrender Charge".
 
INSURANCE PROTECTION
    You  may increase or decrease the  pure insurance protection provided by the
Policy (that is, the difference between  the Death Benefit and the  Accumulation
Value)  in one  of several  ways as insurance  needs change.  These ways include
increasing or decreasing  the Face Amount  of insurance, changing  the level  of
premium payments, and, to a lesser extent, making a partial withdrawal under the
Policy.  Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:
 
(a) A  decrease in  the Face  Amount will,  subject to  the corridor  percentage
    limitations  (see "Death  Benefit --  Death Benefit  Options"), decrease the
    pure insurance protection  without reducing the  Accumulation Value. If  the
    Face  Amount is  decreased, the  Policy charges  generally will  decrease as
    well. (Note that the Surrender Charge  will NOT be reduced. See  "Deductions
    and Charges -- Surrender Charge".)
 
(b)  An increase in the Face Amount  (which is generally subject to underwriting
    approval -- see "Death  Benefit -- Requested Changes  in Face Amount")  will
    likely  increase the amount  of pure insurance  protection, depending on the
    amount  of  Accumulation  Value   and  the  resultant  corridor   percentage
    limitation.  If the  insurance protection  is increased,  the Policy charges
    generally will increase as well.
 
(c) A partial withdrawal will reduce the Death Benefit. See "Surrender  Benefits
    --  Partial Withdrawal". However, it  has a limited effect  on the amount of
    pure insurance protection and charges under the Policy, because the decrease
    in the Death Benefit is usually equal to the amount of
 
                                       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 corridor percentage of Accumulation
    Value  exceeds the Face  Amount, (i) an increased  level of premium payments
    will reduce the  amount of  pure insurance  protection, and  (ii) a  reduced
    level  of  premium  payments  will increase  the  amount  of  pure insurance
    protection.
 
(e)  Under  the  Variable  Amount  Option,  until  the  corridor  percentage  of
    Accumulation  Value exceeds the Face Amount plus the Accumulation Value, the
    level of  premium payments  will not  affect the  amount of  pure  insurance
    protection. (However, both the Accumulation Value and the Death Benefit will
    be  increased  if premium  payments are  increased,  and reduced  if premium
    payments are reduced.)
 
(f) Under either  Death Benefit  Option, if the  Death Benefit  is the  corridor
    percentage  of Accumulation  Value, then (i)  an increased  level of premium
    payments will increase the amount  of pure insurance protection (subject  to
    underwriting  approval -- see "Payment and  Allocation of Premiums -- Amount
    and Timing of Premiums"), and (ii) a reduced level of premium payments  will
    reduce the pure insurance protection.
 
    THE  TECHNIQUES DESCRIBED  IN THIS SECTION  FOR CHANGING THE  AMOUNT OF PURE
    INSURANCE PROTECTION  UNDER  THE  POLICY (FOR  EXAMPLE,  CHANGING  THE  FACE
    AMOUNT,  MAKING A  PARTIAL WITHDRAWAL,  AND CHANGING  THE AMOUNT  OF PREMIUM
    PAYMENTS) MUST  BE  CONSIDERED  TOGETHER WITH  THE  OTHER  RESTRICTIONS  AND
    CONSIDERATIONS DESCRIBED ELSEWHERE IN THIS PROSPECTUS.
 
CHANGE IN DEATH BENEFIT OPTION
    After  the first two Policy Years, you  may change the Death Benefit Option.
You must submit a written request to  change the Death Benefit Option. A  change
in  the Death  Benefit Option  will also  change the  Face Amount.  If the Death
Benefit Option is changed  from the Level Amount  Option to the Variable  Amount
Option, the Face Amount will be decreased by an amount equal to the Accumulation
Value  on the  effective date of  the change.  You cannot change  from the Level
Amount Option to the Variable Amount  Option if the resulting Face Amount  would
fall below the Minimum Face Amount.
 
    If  the Death Benefit Option  is changed from the  Variable Amount Option to
the Level Amount Option, the Face Amount will be increased by an amount equal to
the Policy's Accumulation Value on the effective date of the change.
 
    An increase or decrease in Face Amount resulting from a change in the  Death
Benefit  Option will  affect the future  Monthly Deductions because  the cost of
insurance depends  upon  the  Face  Amount.  The  charge  for  certain  optional
insurance  benefits may also be affected. See "Deductions and Charges -- Monthly
Deduction". The Surrender Charge, however, will  not be affected by an  increase
or decrease in Face Amount resulting from a change in Death Benefit Option.
 
    Changes  in the Death  Benefit Option do not  require additional evidence of
insurability.
 
ACCELERATED BENEFIT RIDER
    Under certain circumstances, the Accelerated  Benefit Rider allows a  Policy
owner  to accelerate  benefits from the  Policy that would  be otherwise payable
upon the death  of the  Insured. The benefit  may vary  state-by-state and  your
registered  representative should be consulted as  to whether and to what extent
the Rider is available in a particular state and on any particular Policy.
 
    Generally, we  will provide  an Accelerated  Benefit if  the Insured  has  a
terminal  illness that will result in the death of the Insured within 12 months,
as certified by a physician.
 
    The Accelerated Benefit will not be more  than 50% of the amount that  would
be  payable at the death  of the Insured. The  Accelerated Benefit will first be
used to pay off any outstanding Policy loans and interest due. The remainder  of
the  Accelerated Benefit will be in a lump sum to the Policy owner. Limitations,
as described in the Accelerated Benefit Rider, may apply.
 
                                       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 first  be 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. We will  not issue a Policy below
the minimum Face  Amount. We reserve  the right to  specify a different  minimum
Face Amount in the future for issuing a new Policy. We will generally only issue
a  Policy to an applicant  Age 75 or less  who supplies evidence of insurability
satisfactory to  us. Acceptance  is subject  to our  underwriting rules  and  we
reserve the right to reject an application for any reason permitted by law.
 
    SPONSORED   MARKET  PLANS.   Policies  may  be   purchased  under  sponsored
arrangements where permitted by state law. A "sponsored arrangement" includes an
arrangement where an employer permits group solicitation of its employees or  an
association  permits  group solicitations  of its  members  for the  purchase of
Policies on an individual basis.
 
    All participants in  sponsored arrangements  are individually  underwritten.
Persons  purchasing  under  a  sponsored arrangement  may  apply  for simplified
underwriting. If simplified underwriting is  granted, the cost of insurance  may
increase  as a result of higher  than anticipated mortality experience. However,
any such increase  will not cause  the cost  of insurance charge  to exceed  the
guaranteed rates set forth in the Policy.
 
    COVERAGE.  Coverage under a Policy begins on  the later of the Issue Date or
the date  we receive  at  least the  minimum  initial premium  (see  immediately
following  section).  In general,  if the  applicant pays  at least  the minimum
initial premium with the application,  the Issue Date will  be the later of  the
date  of the application or the date  of any medical examination required by our
underwriting procedures.  However, if  underwriting  approval has  not  occurred
within  45 days after we receive the application or if you authorize premiums to
be paid by bank account  monthly deduction, the Issue Date  will be the date  of
underwriting approval.
 
    If you authorize premiums to be paid by government allotment, the Issue Date
generally  will be, subject to  our underwriting approval, the  first day of the
month in which we receive the  first Minimum Monthly Premium through  government
allotment,  whether  or not  a  Minimum Monthly  Premium  is collected  with the
application. If a Minimum Monthly Premium is collected with the application,  it
will  be allocated  to the  Sub-Accounts of the  Variable Account  and the Fixed
Account on the Valuation Date next following the Issue Date.
 
    MINIMUM INITIAL  PREMIUM.  The  minimum initial  premium  is  three  Minimum
Monthly  Premiums.  See "Death  Benefit Guarantee".  If, however,  you authorize
premiums to be paid by bank  account monthly deduction or government  allotment,
we   will  accept  one  Minimum  Monthly  Premium  together  with  the  required
authorization forms. The Minimum Monthly Premium is specified in the Policy  and
determines the payments required to maintain the Death Benefit Guarantee.
 
    TEMPORARY INSURANCE. At the time the application is taken, the applicant can
receive  temporary  insurance  coverage by  paying  a  premium equal  to  10% of
annualized Minimum Monthly Premium. The temporary insurance will be for the face
amount specified in the premium receipt and will be effective until the earliest
of the following:
 
    - The date the coverage under the Policy is effective.
 
    - The date the  applicant receives  an offer  for an  alternative policy,  a
      notice  of termination of temporary insurance  coverage, or notice that we
      have rejected the application.
 
                                       21
<PAGE>
    - 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.
 
    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.  At  our
      discretion, however, we may waive any of these premium limitations.
 
    - We  may require additional evidence of  insurability satisfactory to us if
      any premium would increase  the difference between  the Death Benefit  and
      the  Accumulation  Value (that  is,  the net  amount  at risk).  A premium
      payment would increase the net  amount at risk if  at the time of  payment
      the  Death  Benefit  would  be based  upon  the  applicable  percentage of
      Accumulation Value. See "Death Benefit -- Death Benefit Options".
 
                                       22
<PAGE>
    - 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  during the  Death Benefit Guarantee  Period 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 Period is the first five Policy Years for issue ages 0-59  and
the first four Policy Years for issue ages 60-75.
 
    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. Second, to  the extent the Cash
Surrender Value declines during the Death  Benefit Guarantee Period due to  poor
investment  performance,  or  due  to an  additional  Surrender  Charge  after a
requested increase, the Cash Surrender Value may not be sufficient to cover  the
Monthly  Deduction, so that the Death Benefit Guarantee may also be necessary 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.
 
                                       23
<PAGE>
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 per month. No  Policy loans or  partial withdrawals are  taken and no  Face
Amount changes have occurred.
 
    Case 1. You pay $100 each month. The Death Benefit Guarantee is maintained.
 
    Case 2. You  pay $1,000 on  January 1, 1996. The  $1,000 maintains the Death
            Benefit Guarantee without  your paying any  additional premiums  for
            the next 10 months (through October 31, 1996). However, you must pay
            at  least $100  by November  1, 1996  to maintain  the Death Benefit
            Guarantee through November 30, 1996.
 
    The amount of the initial Minimum  Monthly Premium will be determined by  us
at  issuance of the Policy and will be  shown in the Policy. The initial Minimum
Monthly Premium will depend  upon the Insured's sex,  Age at issue, Rate  Class,
optional insurance benefits added by rider, and the initial Face Amount.
 
    The following Policy changes may change the Minimum Monthly Premium:
 
    - A requested increase or decrease in the Face Amount (see "Death Benefit --
      Requested Changes in Face Amount").
 
    - A  change in  the Death  Benefit Option (see  "Death Benefit  -- Change in
      Death Benefit Option").
 
    - The addition or termination of a Policy rider (see "General Provisions  --
      Optional Insurance Benefits").
 
    We will notify you in writing of any changes in the Minimum Monthly Premium.
 
    If,  as of  any Monthly  Anniversary, you  have not  made sufficient premium
payments to maintain the Death Benefit Guarantee, we will send you notice of the
premium payment  required to  maintain it.  If we  do not  receive the  required
premium  payment within 61 days  from the date of  our notice, the Death Benefit
Guarantee will terminate. THE DEATH BENEFIT GUARANTEE CANNOT BE REINSTATED.
 
    Even if  the  Death  Benefit  Guarantee  terminates,  the  Policy  will  not
necessarily  lapse. For a discussion of the circumstances under which the Policy
may lapse, see "Policy Lapse and Reinstatement".
 
ACCUMULATION VALUE
 
    The Accumulation Value of the Policy (that is, the total value  attributable
to  a specific Policy in the Variable Account and the Fixed Account) is equal to
the sum  of the  Variable Accumulation  Value (the  amount attributable  to  the
Variable  Account) plus the Fixed Accumulation Value (the amount attributable to
the Fixed Account). The Accumulation Value should be distinguished from the Cash
Surrender Value that would actually be paid  to you upon total surrender of  the
Policy,  which is the Accumulation Value  less any Surrender Charge, Loan Amount
and unpaid Monthly Deductions. See "Surrender Benefits -- Total Surrender".  The
Accumulation  Value  should also  be distinguished  from  the Cash  Value, which
determines the amount available for Policy loans, and is the Accumulation  Value
less  any Surrender  Charge. See  "Policy Loans."  (During the  first two Policy
Years and the first two years following a requested increase in Face Amount, you
may also be entitled to a Sales Charge Refund. See "Sales Charge Refund".)
 
    The Variable Accumulation  Value will  increase or decrease  to reflect  the
investment  performance  of  the Funds  in  which Sub-Accounts  of  the Variable
Account have  been  invested.  The  Variable Accumulation  Value  will  also  be
increased  by (a) any Net Premiums credited  to the Variable Account and (b) any
transfers from the Fixed Account. The  Variable Accumulation Value will also  be
reduced  by (a) the Monthly Deduction  attributable to the Variable Account, (b)
partial withdrawals  from the  Variable Account,  (c) any  transfer and  partial
withdrawal charges attributable to the Variable Account,
 
                                       24
<PAGE>
and  (d) any amounts transferred from the  Variable Account to the Fixed Account
(including amounts transferred from the Variable Account to the Fixed Account as
security for  Policy loans  -- see  "Policy Loans").  The Variable  Accumulation
Value will generally vary daily.
 
    The  Fixed  Accumulation Value  will be  increased by  (a) any  Net Premiums
credited to 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
sales charge  deducted from  each premium  payment and  the Contingent  Deferred
Sales  Charge) may not be  sufficient to cover the  expenses incurred in selling
and distributing  the  Policies.  To  the extent  that  these  charges  are  not
sufficient these expenses will be paid from our general assets. These assets may
include proceeds from the Mortality and Expense Risk Charge described below.
 
PREMIUM EXPENSE CHARGE
    We  deduct a sales charge  and a charge for  premium taxes from each premium
payment. We  may in  the future  deduct a  premium processing  charge from  each
premium  payment although  we currently  do not make  this charge.  The total of
these charges is called the Premium  Expense Charge. The amount remaining  after
we  have deducted the Premium Expense Charge  is called the Net Premium. The Net
Premium is  then credited  to the  Fixed  Account and  the Sub-Accounts  of  the
Variable Account according to your allocation.
 
    SALES CHARGE. A sales charge (guaranteed not to exceed 2.50% of each premium
payment  for the duration of  the Policy) 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.  Currently, a  sales
charge  of 2.50% of each premium payment is deducted during the first ten Policy
Years and a sales charge  of .50% is currently  deducted after the tenth  Policy
Year.  In addition,  we may  charge a  contingent deferred  sales charge  if you
surrender the  Policy or  the  Policy lapses.  See  "Deductions and  Charges  --
Surrender Charge".
 
    PREMIUM TAX CHARGE. Various states and subdivisions impose a tax on premiums
received  by  insurance companies.  Premium taxes  vary from  state to  state. A
charge of 2.50% of each  premium payment will be  deducted by us. The  deduction
represents  an amount  we consider  necessary to  pay all  taxes imposed  by the
states and any subdivisions.
 
    PREMIUM PROCESSING CHARGE. We may make a  charge of up to $2.00 per  premium
payment  to reimburse  us for  the cost  of collecting  and processing premiums,
although we currently make  no such charge.  We do not  anticipate that we  will
make  any profit on this charge. If a premium processing charge is made, it will
be deducted from  premium payments  before the percentage  deductions for  sales
charge and premium taxes.
 
MONTHLY DEDUCTION
    We  deduct the  charges described below  from the Accumulation  Value of the
Policy on a  monthly basis. The  total of  these charges is  called the  Monthly
Deduction.
 
                                       25
<PAGE>
    The  Monthly Deduction will be deducted on each Monthly Anniversary from the
Fixed Account and the  Sub-Accounts of the Variable  Account on a  proportionate
basis depending on their relative Accumulation Values at that time. For purposes
of determining these proportions, the Fixed Accumulation Value is reduced by the
Loan  Amount. Because the cost of insurance portion of the Monthly Deduction can
vary from month to month, the Monthly Deduction itself will vary in amount  from
month to month.
 
    If  the Cash Surrender Value plus any  Sales Charge Refund is not sufficient
to cover the Monthly Deduction on  a Monthly Anniversary, the Policy may  lapse.
See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement".
 
    COST  OF  INSURANCE. We  will  determine the  monthly  cost of  insurance by
multiplying the applicable cost of insurance rate or rates by the net amount  at
risk  under the  Policy. The net  amount at risk  under the Policy  for a Policy
Month is (a) the Death Benefit at  the beginning of the Policy Month divided  by
1.004074 (which reduces the net amount at risk, solely for purposes of computing
the  cost of insurance,  by taking into  account assumed monthly  earnings at an
annual rate of  5%), less (b)  the Accumulation  Value at the  beginning of  the
Policy  Month (reduced by any charges for  rider benefits). As a result, the net
amount at risk may be  affected by changes in the  Accumulation Value or in  the
Death Benefit.
 
    The  Rate Class of an Insured may affect the cost of insurance. A Rate Class
is a group of Insureds  we determine based upon  our expectation that they  will
have  similar mortality  experience. We  currently place  Insureds into standard
Rate Classes or into  substandard Rate Classes that  involve a higher  mortality
risk.  In an otherwise identical  Policy, an Insured in  the standard Rate Class
will have a lower cost of insurance than an Insured in a Rate Class with  higher
mortality risks.
 
    If  there is an increase in the Face Amount and the Rate Class applicable to
the increase is different  from that for  the initial Face  Amount or any  prior
requested  increases in Face Amount,  the net amount at  risk will be calculated
separately for each Rate  Class. For purposes of  determining the net amount  at
risk  for each Rate  Class, the Accumulation  Value will first  be assumed to be
part of the initial Face Amount. If  the Accumulation Value is greater than  the
initial  Face Amount,  it will then  be assumed to  be part of  each increase in
order, starting with the first increase.
 
    Cost of insurance rates will be based on the sex, Issue Age, Policy Year and
Rate Class(es) of the Insured. The  actual monthly cost of insurance rates  will
reflect  our expectations  as to future  experience. They will  not, however, be
greater than the guaranteed cost of  insurance rates shown in the Policy,  which
are  based on  the Commissioner's  1980 Standard  Ordinary Mortality  Tables for
smokers or nonsmokers, respectively.
 
    MONTHLY ADMINISTRATIVE CHARGE. Each month we deduct an administrative charge
of $8.25  which is  guaranteed not  to  exceed $12.00  each month.  This  charge
reimburses  us  for  expenses  incurred in  administering  the  Policy,  such as
processing claims,  maintaining records,  making  Policy changes,  printing  and
mailing  prospectuses and  annual and semi-annual  reports to  Policy owners and
communicating with you and other owners  of Policies. We do not anticipate  that
we will make any profit on this charge. Because this charge is intended to cover
the average anticipated administrative expenses for all Policies, however, there
is  not necessarily a relationship between the amount of this charge for a given
Policy and the amount of expenses that may be attributable to that Policy.
 
    MONTHLY MORTALITY AND EXPENSE  RISK CHARGE. Each month  during the first  10
Policy  Years we will deduct a  charge at an annual rate  of .90 of 1% (.90%) of
the Variable Accumulation  Value of the  Policy. Each month  thereafter we  will
deduct  a  charge  at  an annual  rate  of  .30  of 1%  (.30%)  of  the Variable
Accumulation Value guaranteed not to exceed .60 of 1% (.60%) for the duration of
the Policy. We may realize a profit from this charge.
 
    The mortality risk assumed is that Insureds may live for a shorter period of
time than we estimated  and that, as a  result, we would have  to pay a  greater
amount  in Death Benefits than we collect  in premium payments. The expense risk
assumed is that expenses incurred in  issuing and administering the Policy  will
be greater than we estimated.
 
    OPTIONAL  INSURANCE BENEFIT  CHARGES. Each month  we deduct  charges for any
optional  insurance  benefits  added  to  the  Policy  by  rider.  See  "General
Provisions -- Optional Insurance Benefits".
 
SURRENDER CHARGE
 
    GENERAL.  During the  first 15  Policy Years and  during the  first 15 years
following any requested increase in Face  Amount, we make a Surrender Charge  if
you surrender the Policy or the Policy lapses.
 
                                       26
<PAGE>
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 issue expenses for all Policies, however, there is not necessarily a
relationship between the amount of this charge for a given Policy and the amount
of expenses that may be attributable to that Policy.
 
    The Contingent Deferred Sales Charge compensates us for expenses relating to
the  distribution of the Policy, including agents' commissions, advertising, and
the printing of the prospectus and sales literature for new sales of the Policy.
 
    CONTINGENT DEFERRED ADMINISTRATIVE CHARGE.  The maximum Contingent  Deferred
Administrative  Charge for the initial Face  Amount or any requested increase in
Face Amount is determined  on the Policy  Date or on the  effective date of  any
requested  increase  in Face  Amount respectively.  The  maximum charge  for the
initial Face Amount during the  first five Policy Years  is $5.00 per $1,000  of
Face  Amount, which  decreases thereafter in  equal monthly  increments until it
becomes zero at the  end of the  15 year period. For  any requested increase  in
Face  Amount, an additional Contingent  Deferred Administrative Charge begins at
zero, increases in equal monthly increments  until it reaches the maximum  after
three years, and then remains level for the next two years. Beginning five years
after  the effective  date of the  increase, the  additional Contingent Deferred
Administrative Charge reduces in equal monthly increments unitl 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) $5.00
by (b) the initial Face Amount or the  Face Amount of the increase, as the  case
may  be,  and  by  (c)  the  applicable  percentage  from  the  Surrender Charge
Percentage Table shown on page 29, and then dividing this amount by 1000.
 
    For example,  assume that  an Insured  buys a  Policy with  an initial  Face
Amount  of $200,000. If the Policy is surrendered  at any time in the first five
Policy Years, the  Contingent Deferred  Administrative Charge  is calculated  by
multiplying (a) $5.00 by (b) $200,000 (the initial Face Amount), and by (c) 100%
(the applicable percentage from the Surrender Charge Percentage Table), and then
dividing  by 1000. This results in  a total of $1,000 ($5.00  X 200,000 X 100% /
1000).
 
    The calculation of the additional Contingent Deferred Administrative  Charge
for  a requested  increase in Face  Amount is the  same as for  the initial Face
Amount, except that (a) the charges are based on the amount of the increase, (b)
the years and months are measured from  the effective date of the increase,  and
(c) different surrender percentage factors apply.
 
    CONTINGENT  DEFERRED  SALES CHARGE.  The  maximum Contingent  Deferred Sales
Charge for the initial Face Amount or any requested increase in Face Amount will
be determined on  the Policy  Date or  on the  effective date  of any  requested
increase  respectively.  For the  initial Face  Amount, the  Contingent Deferred
Sales Charge will remain level for the first five years in the relevant 15  year
period,  and then reduces in  equal monthly increments until  it becomes zero at
the end of 15 years.  For any requested increase  in Face Amount, an  additional
Contingent  Deferred Sales  Charge begins  at zero,  increases in  equal monthly
increments until it  reaches the  maximum after  three years,  and then  remains
level  for the next two years. Beginning  five years after the effective date of
the increase, the additional Contingent  Deferred Sales Charge 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".
 
                                       27
<PAGE>
    The Contingent Deferred Sales Charge will be equal to the lesser of:
 
        (a)  47.50% of the  premiums attributable to the  initial Face Amount of
            the Policy  and any  premiums attributable  to an  increase in  Face
            Amount; or
 
        (b)  The  result of  the  Contingent Deferred  Sales  Charge calculation
            described below.
 
    CONTINGENT DEFERRED SALES CHARGE CALCULATION.   For purposes of (b).  above,
the  Contingent  Deferred  Sales  Charge  for the  initial  Face  Amount  or any
requested  increase  in  Face  Amount  is  determined  by  multiplying  (i)  the
applicable  Charge per $1,000 of Face Amount from Appendix D by (ii) the Initial
Face Amount or the Face Amount of the increase, as applicable, and by (iii)  the
applicable  percentage from  the Surrender Charge  Percentage Table  on the next
page, and then dividing this amount by 1000.
 
    EXAMPLE.   The following  example illustrates  how the  Contingent  Deferred
Sales  Charge is determined.  Assume that a male,  Age 35 buys  a policy with an
initial Face Amount of  $200,000 and he surrenders  the Policy during the  third
Policy  Year at which time  he has paid cumulative  premiums of $4,000. 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
            $1,900 (47.50 X $4,000); or
 
        (b)  The  result of  the Contingent  Deferred Sales  Charge calculation,
            which is determined by multiplying (i) $14.00 (from Appendix D for a
            male age 35) by (ii) $200,000 (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
            $2,800 ($14.00 X 200,000 X 100% / 1000).
 
    The  additional Contingent Deferred Sales  Charge for requested increases in
Face Amount will be calculated in the same manner as illustrated in the  example
above.  However, for  purposes of  determining the  amount in  (a) in  the above
example, the cumulative premium paid is replaced by the premiums attributable to
the increase in Face Amount. The premiums attributable to the requested increase
will consist of a defined proportion  of the existing Accumulation Value on  the
date  of the  increase, plus  an equal proportion  of all  premium payments made
after the effective date of the  increase. The defined proportion is  determined
by  dividing (a) the  Surrender Charge Guideline for  the requested increase, by
(b) the sum of the Surrender Charge  Guidelines for the Initial Face Amount  and
each requested increase in Face Amount.
 
    The  Surrender Charge Guideline for the initial Face Amount or any requested
increase in  Face  Amount  is  determined  by  multiplying  (i)  the  applicable
Guideline per $1,000 from Appendix E by (ii) the Initial Face Amount or the Face
Amount of the increase, as applicable, and then dividing this amount by 1000.
 
    Referring  to the immediately preceding example, assume a male age 35 has an
Initial Face Amount of  $200,000 and makes a  requested increase of $100,000  at
age  45. The Surrender Charge Guideline for the requested increase is determined
by multiplying (i) $45.09 (from Appendix E  for a male Age 45) by (ii)  $100,000
(the  requested  increase amount)  and then  dividing by  1000. This  results in
$4,509 ($45.09 x 100,000/1000). The  Surrender Charge Guideline for the  initial
Face  Amount is determined by multiplying (i) $27.96 (from Appendix E for a male
age 35) by (ii) $200,000  (the initial Face Amount)  and then dividing by  1000.
This  results in $5,592  ($27.96 x 200,000/1000). The  defined proportion of the
existing Accumulation Value and subsequent premium payments attributable to  the
requested  increase is determined  by dividing (a)  $4,509 (the Surrender Charge
Guideline for the requested increase), by (b) ($5,592 and $4,509) (the Surrender
Charge Guideline for the  Initial Face Amount and  all requested increases),  or
44.64%.
 
    MASSACHUSETTS,  MONTANA AND PENNSYLVANIA  RESIDENTS. Appendices C,  D, E and
the preceding illustrations of the Contingent Deferred Sales Charge do not apply
to policies issued  in Massachusetts, Montana  and Pennsylvania. The  Contingent
Deferred Sales Charge applied to Policies issued in Massachusetts and Montana is
not  affected by  the Insured's  sex. Therefore,  the Contingent  Deferred Sales
Charge made on Policies issued in these  two states will differ from the  charge
made  in other states.  In Pennsylvania, the  Insured's sex will  be a factor in
determining the amount of Contingent Deferred Sales Charge applied to a  Policy,
but the charge will differ from the charge described in the above illustration.
 
                                       28
<PAGE>
                       SURRENDER CHARGE PERCENTAGE TABLE
 
<TABLE>
<CAPTION>
                                   The following
                                 percentages of the
                              Surrender Charge will be
If surrender or lapse occurs        payable for:
             in                Initial
  the last month of Policy       Face     Face Amount
           Year:*               Amount     Increases
- ----------------------------  ----------  ------------
<S>                           <C>         <C>
             1                   100%         33%
             2                   100%         67%
             3                   100%         100%
             4                   100%         100%
             5                   100%         100%
             6                   90%          90%
             7                   80%          80%
             8                   70%          70%
             9                   60%          60%
             10                  50%          50%
             11                  40%          40%
             12                  30%          30%
             13                  20%          20%
             14                  10%          10%
        15 and later              0%           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.
 
CHARGES AGAINST THE VARIABLE ACCOUNT
    Certain charges will be  deducted as a  percentage of the  value of the  net
assets  of the Variable  Account to compensate  us for certain  risks assumed in
connection with the Policy.  These charges will not  be deducted from assets  in
the Fixed Account.
 
    TAXES.  Currently  no charge  is made  to the  Variable Account  for Federal
income taxes that may be attributable to the Variable Account. We may,  however,
make  such a charge in the future. Charges for other taxes, if any, attributable
to the Variable Account may also be made.
 
    INVESTMENT ADVISORY  FEE  AND  OTHER FUND  EXPENSES.  Because  the  Variable
Account purchases shares of the Funds, the net asset value of the investments of
the  Variable  Account  will  reflect the  investment  advisory  fees  and other
expenses incurred by the Funds. For more information concerning these  expenses,
see the prospectuses for the Funds that accompany this Prospectus.
 
PARTIAL WITHDRAWAL AND TRANSFER CHARGES
    We  currently make  no charge  for transfers  and a  $10.00 charge  for each
partial withdrawal.  These  charges are  guaranteed  not to  exceed  $25.00  per
transfer  or  partial withdrawal  for  the duration  of  the Policy.  We  do not
anticipate that we will make a profit on these charges. The transfer charge will
not be  imposed on  transfers that  occur as  a result  of Policy  loans or  the
exercise of conversion rights.
 
REDUCTION OF CHARGES
    Any  of the charges under the Policy, as well as the minimum Face Amount set
forth in this Prospectus, may be  reduced because of special circumstances  that
result  in  lower sales,  administrative,  or mortality  expenses.  For example,
special  circumstances  may  exist  in   connection  with  group  or   sponsored
arrangements,  sales  to  our  policyholders or  those  of  affiliated insurance
companies, or sales to employees or  clients of members of our affiliated  group
of  insurance companies. The  amount of any reductions  will reflect the reduced
sales effort and administrative costs resulting from, or the different mortality
experience expected as a result  of, the special circumstances. Reductions  will
not be unfairly discriminatory against any person, including the affected Policy
owners and owners of all other policies funded by the Variable Account.
 
                                       29
<PAGE>
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 (the sales charge  deducted from each premium payment and
the Contingent Deferred Sales Charge) exceeds (i) 30% of actual premium payments
made during the  first Policy  Year up  to the  amount of  the Surrender  Charge
Guideline  (see below) for the  initial face amount, plus  (ii) 9% of any actual
premium payments made  that exceed (i).  In addition, the  amount of the  refund
will  never decrease as the result of the payment of a premium. After the second
Policy Year, there is no  Sales Charge Refund with  respect to the initial  Face
Amount.
 
    As  described  above,  the  Sales  Charge  Refund  is  calculated  based  on
percentages of premium payments. While the total sales charge deducted under the
Policy is not based solely on premium payments, it is possible to translate  the
total  sales charge into a percentage of premium payments. In general, the total
sales charge deducted (before calculating the  Sales Charge Refund) will be  50%
of  each premium payment until premium payments reach a certain level. The level
ranges from approximately 35% of a Surrender Charge Guideline for a male age  0,
up  to approximately 111% of a Surrender Charge Guideline for a male age 40, and
down to approximately 44%  of a Surrender  Charge Guideline for  a male age  75.
After premium payments reach this level, the total sales charge will equal 2.50%
of  each additional premium payment. During the  two Policy Years when the Sales
Charge Refund applies, however, the total sales charge will be limited to 30% of
actual first  year premium  payments up  to  the amount  of a  Surrender  Charge
Guideline,  9% of actual  premium payments until payments  reach the level where
the total  sales charge  drops to  2.50%, and  2.50% of  any additional  premium
payments  beyond that level. If  you have any questions  regarding the amount of
your Sales Charge Refund, please call us.
 
    Due to the Sales Charge Refund, the total sales charge for the initial  Face
Amount  will be significantly less  if a Policy is  surrendered during the first
two Policy Years rather than shortly thereafter.
 
    The Surrender Charge Guideline  will equal the  amount obtained by  dividing
the  Face Amount or the amount  of the increase, as the  case may be, by $1,000,
and multiplying the result by the applicable factor from Appendix E.
 
    REQUESTED INCREASES IN FACE  AMOUNT. If you cancel  a requested increase  in
Face  Amount during the first 24 Policy Months following the increase (but after
the free  look period  -- see  "Free Look  and Conversion  Rights --  Free  Look
Rights"),  and the Policy is surrendered at  any time thereafter, a Sales Charge
Refund will be made to the extent  that the total sales charge for the  increase
(the  sales charge  deducted from  the portion  of premiums  attributable to the
increase and the Contingent Deferred Sales Charge for the increase) exceeds  (i)
30%  of  the premiums  attributable  to the  increase  in the  12  Policy Months
following the increase up  to the amount of  the Surrender Charge Guideline  for
the increase (see immediately preceding paragraph), plus (ii) 9% of any premiums
attributable  to the increase  that exceed (i).  In addition, the  amount of the
refund will never  decrease as  the result  of the  payment of  a premium.  This
refund  is only  available if  the increase  is cancelled  within the  24 Policy
Months following its effective date, and the Policy is subsequently surrendered.
No refund is available if the increase is cancelled after the 24-month period.
 
    Calculating total sales charge deducted for  an increase as a percentage  of
premiums  attributable to  the increase  is, in  general, the  same as described
above for the initial  Face Amount. Thus,  due to the  Sales Charge Refund,  the
total  sales charge for a requested increase in Face Amount may be significantly
less if  the increase  is cancelled  during the  24-month period  following  the
increase rather than shortly thereafter. If you have any questions regarding the
amount of your Sales Charge Refund, please call us.
 
    For  the purposes of  the preceding paragraph,  the premiums attributable to
the increase will be determined as described in the section entitled "Deductions
and Charges -- Surrender Charge --
 
                                       30
<PAGE>
Calculation of Contingent Deferred Sales Charge", which means that, in effect, a
proportionate
amount of the existing Accumulation Value on the effective date of the  increase
will  be deemed to be a premium payment for the increase, and subsequent premium
payments will be prorated.
 
    EFFECT OF SALES CHARGE  REFUND. The Sales Charge  Refund will be applied  to
maintain  the Policy in force  when the Cash Surrender  Value is insufficient to
cover the Monthly Deduction. If the  remaining Sales Charge Refund (not  already
applied  to  keep the  Policy in  force)  is insufficient  to cover  the Monthly
Deduction, this  remaining Sales  Charge Refund  may be  applied for  the  grace
period  under the Policy. See "Policy Lapse and Reinstatement". Any Sales Charge
Refund not so applied will  be refunded to you upon  the total surrender of  the
Policy.
 
POLICY LAPSE AND REINSTATEMENT
 
    LAPSE.  Unlike traditional  life insurance policies,  the failure  to make a
Planned Periodic Payment will not  by itself cause the  Policy to lapse. If  the
Death  Benefit Guarantee is not in effect, the  Policy will lapse only if, as of
any Monthly Anniversary, the Cash Surrender  Value plus any Sales Charge  Refund
is  less than the Monthly  Deduction due, and a grace  period of 61 days expires
without a sufficient payment. If (during the first two Policy Years or the first
24 Policy Months  after a requested  increase in Face  Amount) there exists  any
Sales  Charge Refund  (see "Sales Charge  Refund") sufficient  to supplement the
Cash Surrender Value so as to cover the Monthly Deduction, then the Sales Charge
Refund will be applied by  us to keep the Policy  in force. The amount of  Sales
Charge  Refund  available  for  such  application  is  reduced  on  each Monthly
Anniversary as so applied. Any payment made by you after we have kept the Policy
in force in this  manner will first be  used to reimburse us  for the amount  of
Sales Charge Refund so applied.
 
    During  the  early  Policy  Years,  the  Cash  Surrender  Value  (even  when
supplemented by the  Sales Charge Refund)  will generally not  be sufficient  to
cover the Monthly Deduction, so that premium payments sufficient to maintain the
Death  Benefit Guarantee  will be  required to  avoid lapse.  See "Death Benefit
Guarantee".
 
    The Policy does not lapse, and  the insurance coverage continues, until  the
expiration of a 61-day grace period which begins on the date we send you written
notice  indicating that the Cash Surrender 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
 
                                       31
<PAGE>
surrender  or partial withdrawal will be determined  at the end of the Valuation
Period during which your written request  is received. Any amounts payable  from
the  Variable Account upon total surrender  or partial withdrawal will generally
be paid within seven  days of receipt of  your written request. Postponement  of
payments  may, however, occur in  certain circumstances. See "General Provisions
- -- Postponement of Payments".
 
TOTAL SURRENDER
    By making a written request,  you may surrender the  Policy at any time  for
its  Cash Surrender Value plus any Sales Charge Refund. The Cash Surrender Value
is the Accumulation Value  of the Policy reduced  by any Surrender Charge,  Loan
Amount and unpaid Monthly Deductions. If the Cash Surrender Value at the time of
a  surrender  exceeds  $25,000, the  written  request must  include  a Signature
Guarantee. An  illustration  of  Accumulation Values,  Surrender  Charges,  Cash
Surrender  Values,  and  Death  Benefits assuming  different  levels  of premium
payments and investment returns for selected Ages and Face Amounts, is shown  in
Appendix C.
 
PARTIAL WITHDRAWAL
    After the first Policy Year, you may also withdraw part of the Policy's Cash
Surrender  Value by sending us a written  request. If the amount being withdrawn
exceeds $25,000, the written  request must include  a Signature Guarantee.  Only
one partial withdrawal is allowed in any Policy Year. We currently make a $10.00
charge  for each  partial withdrawal.  This charge  is guaranteed  not to exceed
$25.00 for  each partial  withdrawal.  See "Deductions  and Charges  --  Partial
Withdrawal  and Transfer Charges". The amount  of any partial withdrawal must be
at least $500 and, during the first 15 Policy Years, may not be more than 20% of
the Cash Surrender Value on the date we receive your written request.
 
    Unless you specify a different allocation, we make partial withdrawals  from
the   Fixed  Account  and  the  Sub-Accounts   of  the  Variable  Account  on  a
proportionate basis based upon the Accumulation Value. These proportions will be
determined at the end of the Valuation Period during which your written  request
is received. For purposes of determining these proportions, any outstanding Loan
Amount is first subtracted from the Fixed Accumulation Value.
 
    EFFECT OF PARTIAL WITHDRAWALS. The Accumulation Value will be reduced by the
amount  of any partial withdrawal. The Death Benefit will also be reduced by the
amount of the  withdrawal, or, if  the Death  Benefit is based  on the  corridor
percentage of Accumulation Value (see "Death Benefit -- Death Benefit Options"),
by  an amount equal to  the corridor percentage times  the amount of the partial
withdrawal.
 
    If the Level Amount Option is in effect, the Face Amount will be reduced  by
the  amount of the  partial withdrawal. When  increases in the  Face Amount have
occurred previously, we  reduce the  current Face Amount  by the  amount of  the
partial withdrawal in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
    (b) The next most recent increases successively; and
 
    (c) The Face Amount when the policy was issued.
 
    (This  assumption also applies to requested  decreases in Face Amount -- see
"Death Benefit -- Requested Changes in Face Amount".) Thus, partial  withdrawals
may  affect the way in which the cost  of insurance is calculated and the amount
of pure insurance protection under the  Policy. See "Death Benefit --  Requested
Changes  in  Face Amount",  "Deductions and  Charges  -- Monthly  Deduction" and
"Death Benefit -- Insurance Protection".
 
    We do not  allow a partial  withdrawal if  the Face Amount  after a  partial
withdrawal would be less than the Minimum Face Amount.
 
    If  the Variable Amount Option  is in effect, a  partial withdrawal does not
affect the Face Amount.
 
    A partial withdrawal  may also cause  the termination of  the Death  Benefit
Guarantee  because the  amount of  the partial  withdrawal is  deducted from the
total premiums paid in calculating whether sufficient premiums have been paid in
order to maintain the Death Benefit Guarantee.
 
    Like partial withdrawals, Policy loans are a means of withdrawing funds from
the Policy. See "Policy Loans". A partial  withdrawal or a Policy loan may  have
tax  consequences depending on the circumstances of such withdrawal or loan. See
"Federal Tax Matters -- Policy Proceeds".
 
                                       32
<PAGE>
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 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 that  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
Dollar Cost  Averaging  transfers  are  scheduled, or  (iii)  if  the  specified
transfer amount from any Sub-Account is more than the Accumulation Value in that
Sub-Account.
    
 
    We  reserve the right  to discontinue, modify, or  suspend this service. Any
such modification or discontinuation would not affect any Dollar Cost  Averaging
service requests already commenced.
 
    PORTFOLIO  REBALANCING SERVICE.  You may request  this service  if your Face
Amount is at least $200,000 and  your Accumulation Value, less any Loan  Amount,
is at least $10,000. If you request this
 
                                       33
<PAGE>
service, you direct us to automatically make periodic transfers to maintain your
specified  percentage allocation  of Accumulation  Value, less  any Loan Amount,
among the  Sub-Accounts of  the Variable  Account and  the Fixed  Account;  your
allocation  of future Net Premium  Payments will also be  changed to be equal to
this specified percentage allocation. Transfers  made under this service may  be
made  on a quarterly, semi-annual, or annual  basis. This service is intended to
maintain  the  allocation  you  have  selected  consistent  with  your  personal
objectives.
 
    The  Accumulation Value in each Sub-Account  of the Variable Account and the
Fixed Account  will grow  or decline  at different  rates over  time.  Portfolio
Rebalancing  will periodically transfer Accumulation  Values from those accounts
that have increased in value to those  accounts that have increased at a  slower
rate  or declined in value.  If all accounts decline  in value, it will transfer
Accumulation Values from those that have  decreased less in value to those  that
have  decreased more in value. We  make no guarantees that Portfolio Rebalancing
will result  in a  profit or  protect  against loss.  You may  discontinue  this
service at any time by notifying us in writing.
 
    If  you are interested in the Portfolio Rebalancing service you may obtain a
separate application form and full  information concerning this service and  its
restrictions from us or your 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).
You  may not borrow at any time more than the Loan Value of the Policy, which is
equal to 75% of  the Cash Value  less the existing Loan  Amount, except that  in
Texas  the  percentage  is  100%  and in  Alabama,  Maryland  and  Virginia, the
percentage is 90%. If the Policy is in force as paid-up life insurance, the Loan
Value is  equal to  the  Cash Value  on the  next  Policy Anniversary  less  any
existing Loan Amount and loan interest to that date. Each Policy loan must be at
least  $500, except in  Connecticut it must be  at least $200.  After Age 65, we
currently allow 100% of the Cash Surrender Value to be borrowed.
 
    Loan requests may be made in writing  or by telephoning us on any  Valuation
Date.  Any loan request in excess of  $25,000 will require a signature guarantee
and telephone loan requests cannot exceed $10,000. No election form is currently
required to make telephone loan  requests. We will employ reasonable  procedures
to  confirm that loan requests made by telephone are genuine. In the event we do
not employ such procedures, we may be liable for any losses due to  unauthorized
or fraudulent instructions. Such procedures may include, among others, requiring
forms  of personal identification  prior to acting  upon telephone instructions,
providing written  confirmations  of  such instructions  and/or  tape  recording
telephone instructions.
 
                                       34
<PAGE>
    Policy  loans have priority over the claims of any assignee or other person.
A Policy loan may be  repaid in whole or  in part at any  time on or before  the
Insured reaches Age 95, while the Insured is living.
 
    The  loan proceeds will normally  be paid to you  within seven days after we
receive your request.  Payment of loan  proceeds to you  may be postponed  under
certain circumstances. See "General Provisions -- Postponement of Payments".
 
    Payments  made by you generally will  be treated as premium payments, rather
than Policy loan  repayments, unless  you indicate  that the  payment should  be
treated  otherwise or unless we decide, at  our discretion, to apply the payment
as a Policy loan repayment. As a result, unless you indicate that a payment is a
loan repayment, all payments you make to the Policy will generally be subject to
the Premium  Expense Charge.  See  "Deductions and  Charges --  Premium  Expense
Charge".
 
    The total of your outstanding Policy loans is called the "Loan Amount".
 
    IMMEDIATE  EFFECT OF  POLICY LOANS.  When we make  a Policy  loan, an amount
equal to the Policy  loan (which includes interest  payable in advance) will  be
segregated  within the Accumulation Value  of your Policy and  held in the Fixed
Account as security for the loan. As  described below, you will pay interest  to
us  on the Policy  loan, but we will  also credit interest to  you on the amount
held in the Fixed Account as security for the loan. The amount segregated in the
Fixed Account as security for  the Policy loan will be  included as part of  the
Fixed  Accumulation Value  under the  Policy, but  will (as  described below) be
credited with interest  on a  basis different from  other amounts  in the  Fixed
Account.
 
    Unless you specify differently, amounts held as security for the Policy loan
will  come proportionately  from the Fixed  Accumulation Value  and the Variable
Accumulation Value (with the proportions  being determined as described  below).
Assets    equal   to   the   portion   of    the   Policy   loan   coming   from
the Variable Accumulation Value will be transferred from the Sub-Accounts of the
Variable Account
to the  Fixed  Account, THEREBY  REDUCING  THE POLICY  VALUE  HELD IN  THE  SUB-
ACCOUNTS.  These transfers are not treated as  transfers for the purposes of the
transfer charge or the limit on the number of transfers.
 
    ILLUSTRATION OF  DETERMINATION OF  PROPORTIONS. The  segregated amount  that
will  be security for a Policy loan  will come from the Fixed Accumulation Value
and the Variable Accumulation Value in the  same proportion that the sum of  (a)
the  Policy's Fixed Accumulation  Value, less any existing  Loan Amount, and (b)
the  Policy's  Variable   Accumulation  Value,  bear   to  the  Policy's   total
Accumulation  Value less any existing Loan  Amount (determined, in each case, at
the end of the Valuation Period during which your request is received).
 
    This can be illustrated as follows. Assume that the Fixed Accumulation Value
is $5,000 and the Variable Accumulation Value is $6,000, with Sub-Account XXX  =
$2,000,  and Sub-Account YYY =  $4,000. Assume that the  existing Loan Amount is
$1,000, and the new Policy loan  request is $5,000. For purposes of  determining
the  proportions,  we first  subtract the  existing Loan  Amount from  the Fixed
Accumulation Value, and then  we add the Variable  Accumulation Value, which  in
our  example would be  ($5,000 - $1,000)  + $6,000 =  $10,000. The proportionate
percentages of the Policy loan coming from the Fixed Accumulation Value and  the
Variable  Accumulation Value are then determined  as a percentage of this total,
which would  be $4,000/$10,000  = 40%  from the  Fixed Accumulation  Value,  and
$6,000/$10,000  =  60%  from  the Variable  Accumulation  Value.  The percentage
deducted from the Variable Accumulation  Value would be distributed as  follows:
$2,000/$10,000  =  20%  from  Sub-Account XXX;  and  $4,000/$10,000  =  40% from
Sub-Account YYY.  The  actual  amounts  coming  from  the  various  Accounts  in
connection  with the new $5,000 Policy loan would  be 40% X $5,000 = $2,000 from
the Fixed Account; 20% X $5,000 = $1,000 from Sub-Account XXX; and 40% X  $5,000
= $2,000 from Sub-Account YYY.
 
    EFFECT  ON INVESTMENT PERFORMANCE. Amounts  coming from the Variable Account
as security  for Policy  loans  will no  longer  participate in  the  investment
performance  of the Variable Account.  All amounts held in  the Fixed Account as
security for Policy loans (that is, the Loan Amount) will only be credited  with
interest  at an effective annual rate currently equal to 5.50% (guaranteed to be
not less than 4.00%). NO ADDITIONAL INTEREST WILL BE CREDITED TO THESE  AMOUNTS.
On  the  Policy Anniversary,  any  interest credited  on  these amounts  will be
credited to the Fixed Account and the Variable Account according to the  premium
allocation then in effect. See "Payment and Allocation of Premiums -- Allocation
of Premiums".
 
                                       35
<PAGE>
    Although  Policy loans may be repaid in whole  or in part at any time before
the Insured's  Age  95,  Policy  loans  will  permanently  affect  the  Policy's
potential  Accumulation Value. As a result, to the extent that the Death Benefit
depends upon  the  Accumulation  Value  (see "Death  Benefit  --  Death  Benefit
Options"),  Policy loans  will also affect  the Death Benefit  under the Policy.
This  effect  could  be  favorable  or  unfavorable  depending  on  whether  the
investment  performance of  the assets allocated  to the  Sub-Account(s) is less
than or greater than  the interest being credited  on the assets transferred  to
the  Fixed Account  while the  loan is outstanding.  Compared to  a Policy under
which no loan is made, values under the Policy will be lower when such  interest
credited  is  less  than  the  investment  performance  of  assets  held  in the
Sub-Account(s).
 
    EFFECT ON POLICY COVERAGE. If, on  any Monthly Anniversary, the Loan  Amount
is  greater than the Accumulation Value, plus  any Sales Charge Refund, less the
then applicable  Surrender Charge,  we will  notify you.  If we  do not  receive
sufficient  payment within  61 days  from the  date we  send notice  to you, the
Policy will lapse and  terminate without value. Our  written notice to you  will
indicate  the amount  of the  payment required to  avoid lapse.  The Policy may,
however, later be reinstated. See "Policy Lapse and Reinstatement".
 
    A Policy loan  may also cause  termination of the  Death Benefit  Guarantee,
because  the Loan Amount is deducted from the total premiums paid in calculating
whether sufficient  premiums have  been  paid in  order  to maintain  the  Death
Benefit Guarantee. See "Death Benefit Guarantee".
 
    Proceeds  payable upon the death of the  Insured will be reduced by any Loan
Amount.
 
    INTEREST. The interest rate charged on  Policy loans will be an annual  rate
of  7.40%,  payable in  advance. After  the  tenth Policy  Year, we  will charge
interest at an annual rate of 5.21%, payable in advance, on that portion of your
Loan Amount that is not  in excess of (a) the  Accumulation Value, less (b)  the
total  of all  premiums paid  and all  partial withdrawals.  Any excess  of this
amount will be charged interest at the annual rate of 7.40%.
 
    Interest is payable in advance (for the rest of the Policy Year) at the time
any Policy loan is made and at the beginning of each Policy Year thereafter (for
that entire Policy Year). If interest is not paid when due, it will be  deducted
from  the  Cash Surrender  Value as  an additional  Policy loan  (see "Immediate
Effect of Policy Loans" above) and will be added to the existing Loan Amount.
 
    Because we charge interest in advance, any interest that we have not  earned
will  be refunded to you  upon lapse or surrender of  the Policy or repayment of
the Policy Loan.
 
    REPAYMENT OF LOAN AMOUNT. The Loan Amount  may be repaid any time while  the
Insured  is living before the Insured reaches Age 95 (see "General Provisions --
Benefits at Age 95"). If not repaid, the Loan Amount will be deducted by us from
any amount payable under the Policy.  As described above, unless you provide  us
with  notice  to the  contrary, any  payments  on the  Policy will  generally be
treated as premium payments,  which are subject to  the Premium Expense  Charge,
rather  than repayments on  the Loan Amount.  Any repayments on  the Loan Amount
will result  in amounts  being reallocated  from the  Fixed Account  and to  the
Sub-Accounts   of  the  Variable  Account  according  to  your  current  premium
allocation.
 
    TAX CONSIDERATIONS. A Policy loan may have tax consequences depending on the
circumstances of the loan. See "Federal Tax Matters -- Policy Proceeds".
 
FREE LOOK AND CONVERSION RIGHTS
 
FREE LOOK RIGHTS
    The Policy provides  for two  types of return  or "free  look" periods,  one
after  application  for and  issuance  of the  Policy  and the  other  after any
requested increase in Face Amount.
 
    AT INITIAL ISSUE. The Policy provides for an initial free look period during
which you have  a right  to return  the Policy  for cancellation  and receive  a
refund  of all premiums paid. You must return the Policy to us or your agent and
ask us to cancel the Policy by the latest of:
 
    - Midnight of the 20th day after receiving it;
 
    - Midnight of the 20th day after a written Notice of Right of Withdrawal  is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your application for the Policy is
      signed.
 
                                       36
<PAGE>
    FOLLOWING  A REQUESTED  INCREASE IN FACE  AMOUNT. Any  requested increase in
Face Amount is also subject to a free look period during which you have a  right
to  cancel the increase and  receive a refund. You must  notify us or your agent
and ask us to cancel the increase by the latest of:
 
    - Midnight of the 20th day after receiving a new Policy Data Page;
 
    - Midnight of the 20th day after a written Notice of Right of Withdrawal  is
      mailed or delivered to you; or
 
    - Midnight  of the 45th day after the  date your request for the increase is
      signed.
 
    Upon requesting cancellation of the increase, you will receive a refund,  if
you  so request, or  otherwise a restoration to  the Policy's Accumulation Value
(allocated among the Fixed Account and the Sub-Accounts of the Variable  Account
as  if  it were  a  Net Premium  payment),  in an  amount  equal to  all Monthly
Deductions attributable to the  increase in Face  Amount, including rider  costs
arising  from the increase. This refund or credit will be made within seven days
after we  receive the  request  for cancellation  on  the appropriate  form.  In
addition,  the Surrender Charge will be adjusted so that it will be as though no
such increase in Face  Amount had occurred. Premiums  paid after an increase  in
Face  Amount will not be refunded following cancellation of the increase. If you
request an increase in Face Amount you should take this into account in deciding
whether to  make  any premium  payments  during the  free  look period  for  the
increase.
 
    CONVERSION RIGHTS. During the first two Policy Years and the first two years
following  a requested increase in  Face Amount, we are  required to provide you
with an option to convert the Policy or any requested increase in Face Amount to
a life insurance policy under which the benefits do not vary with the investment
experience of the Variable  Account. For Policies issued  in all states,  except
Connecticut,  this option is made available by permitting you to transfer all or
a part of your  Variable Accumulation Value to  the Fixed Account. For  Policies
issued  in Connecticut, you  may exchange this Policy  for a different permanent
fixed benefit life insurance Policy that is offered by us in that state. The two
conversion right options are discussed below.
 
    GENERAL OPTION.  In all  states except  Connecticut, you  may exercise  your
conversion  right by transferring all or  any part of your Variable Accumulation
Value to the Fixed Account. If, at any time during the first two Policy Years or
the first two years following a requested increase in Face Amount, you request a
transfer from the Variable  Account to the Fixed  Account and indicate that  you
are  making the transfer in exercise of your conversion right, the transfer will
not be subject to the  transfer charge and will not  count against the limit  on
the number of transfers. At the time of such transfer, there is no effect on the
Policy's Death Benefit, Face Amount, net amount at risk, Rate Class(es) or Issue
Age  -- only the method of funding  the Accumulation Value under the Policy will
be affected.  See "Death  Benefit", "Accumulation  Value" and  Appendix A,  "The
Fixed Account".
 
    If  you transfer  all of the  Variable Accumulation Value  from the Variable
Account to the Fixed Account and indicate  that you are making this transfer  in
exercise  of  your Conversion  Right, we  will  automatically credit  all future
premium payments  on  the Policy  to  the Fixed  Account  unless you  request  a
different allocation.
 
    CONNECTICUT.  During  the first  two Policy  Years and  during the  first 24
months following a requested increase in Face Amount, you may convert the Policy
or the Face Amount increase to any permanent fixed benefit whole life  insurance
policy  offered by  us. No  evidence of  insurability will  be required  for the
conversion. In order  to convert  to a  new Policy,  we must  receive a  written
conversion  request; if the entire Policy is being converted, the Policy must be
surrendered to us; the conversion must be made while the Policy is in force; and
any outstanding Loan Amount must be repaid.
 
    The new Policy will have the same Issue Age and premium class as the Policy.
If the entire Policy  is being converted, the  effective date of the  conversion
will  be the date on  which we receive both  your written conversion request and
the Policy. If you are converting a Face Amount increase, the effective date  of
the  conversion will  be the  date on which  we receive  your written conversion
request.
 
    On the effective date of the conversion,  the new Policy will have, at  your
option, either:
 
    (a) A death benefit which is equal to the Death Benefit of the Policy on the
       effective  date  of the  conversion,  or in  the  case of  a  Face Amount
       increase, a death benefit equal to the increase in Face Amount; or
 
                                       37
<PAGE>
    (b) A net amount at risk which equals the Death Benefit of the Policy on the
       effective date of  the conversion,  less the Accumulation  Value on  that
       date,  or in  the case of  a Face Amount  increase, a net  amount at risk
       which equals the Face Amount increase on the effective date of conversion
       less the Accumulation Value on that  date which is considered to be  part
       of the Face Amount increase.
 
    The  conversion will be  subject to an equitable  adjustment in payments and
Policy values to reflect  variances, if any, in  the payments and Policy  values
under  the  Policy and  the new  Policy.  An additional  premium payment  may be
required. The new Policy's provisions and charges will be the same as those that
would have been in effect had the new Policy been issued on the Policy Date.
 
INVESTMENTS OF THE VARIABLE ACCOUNT
 
    There are currently  seventeen Funds available  under the Variable  Account.
Fidelity  Management & Research  Company is the investment  adviser for the five
portfolios of VIPF  and the  four portfolios  of VIPF  II. Northstar  Investment
Management  Corporation is  the investment adviser  of the  two Northstar Funds.
Putnam Management is the investment adviser for the six funds of PCM. We reserve
the right to establish additional Sub-Accounts of the Variable Account, each  of
which could invest in a new Fund with a specified investment objective.
 
    The  Funds  currently  offered  are  described  below.  A  brief  summary of
investment objectives is contained in the description of each Fund. In addition,
you should read  the prospectuses  of the Funds,  which are  combined with  this
prospectus,  for  more detailed  information and  particularly, a  more thorough
explanation  of  investment  objectives,  because  several  of  the  Funds   and
portfolios  may have objectives  that are quite similar.  There is a possibility
that one Fund might become liable for any misstatement, inaccuracy or incomplete
disclosure in another Fund's prospectus.
 
    The Fund  shares may  be  available to  fund  benefits under  both  variable
annuity  and variable  life contracts and  policies. This could,  in the future,
result in an irreconcilable conflict between the interests of the holders of the
different types of variable contracts. The Funds have advised us that they  will
monitor  for  such  conflicts  and will  promptly  provide  us  with information
regarding any such conflicts  should they arise or  become imminent and we  will
promptly  advise the Funds if we become aware of any such conflicts. If any such
material irreconcilable conflict arises we will arrange to eliminate and  remedy
such  conflict  up to  and including  establishing  a new  management investment
company  and  segregating  the  assets  underlying  the  variable  policies  and
contracts  at no cost to the holders of  the policies and contracts. For a brief
explanation of the conflicts that may  be involved in such situations, refer  to
the  section  entitled  "FMR  and  Its  Affiliates"  in  the  VIPF  and  VIPF II
Prospectuses and  the  section  entitled  "Sales And  Redemptions"  in  the  PCM
Prospectus.
 
    The  Funds described below distribute  dividends and capital gains. However,
distributions are automatically  reinvested in  additional Fund  shares, at  net
asset value. The Sub-Account receives the distributions which are then reflected
in the Unit Value of that Sub-Account. See "Accumulation Value".
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIPF)
    VIPF  is a mutual  fund currently offering  five investment portfolios, each
with a different investment objective.
 
    MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income  as
is  consistent with  preserving capital  and providing  liquidity. The portfolio
will  invest  only  in  high-quality   U.S.  dollar  denominated  money   market
instruments  of domestic and foreign issuers.  An investment in the portfolio is
not insured or guaranteed by the U.S.  Government and there can be no  assurance
that the portfolio will maintain a stable net asset value per share of $1.00.
 
    HIGH  INCOME PORTFOLIO  seeks to  obtain a high  level of  current income by
investing  primarily  in  high-yielding,  lower-rated  fixed-income   securities
(sometimes  referred  to  as "junk  bonds"),  while also  considering  growth of
capital. Lower-rated  fixed-income  securities are  considered  speculative  and
involve  greater risk of  default than higher-rated  fixed-income securities and
are more sensitive to the issuer's capacity to pay. Consult the VIPF  Prospectus
for  further information on the risks associated with the portfolio's investment
in lower-rated, fixed-income securities.
 
                                       38
<PAGE>
    EQUITY-INCOME PORTFOLIO seeks  reasonable income by  investing primarily  in
income-producing  equity securities. In choosing  these securities the portfolio
will also consider the potential for capital appreciation. The portfolio's  goal
is  to  achieve a  yield which  exceeds  the composite  yield on  the securities
comprising the Standard & Poor's Composite Index of 500 Stocks.
 
    GROWTH PORTFOLIO  seeks  to  achieve  capital  appreciation.  The  portfolio
normally purchases common stocks, although its investments are not restricted to
any  one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.
 
    OVERSEAS PORTFOLIO  seeks  long term  growth  of capital  primarily  through
investments  in foreign securities. The Overseas  Portfolio provides a means for
investors to diversify their  own portfolios by  participating in companies  and
economies outside of the United States.
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIPF II)
    VIPF II is a mutual fund currently offering five investment portfolios, each
with  a different investment  objective. Presently the  following four funds are
available under this Policy.
 
   
    ASSET MANAGER PORTFOLIO seeks high total  return with reduced risk over  the
long-term  by allocating its assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.
    
 
   
    INVESTMENT GRADE BOND PORTFOLIO seeks as  high a level of current income  as
is  consistent with the preservation of capital by investing in a broad range of
investment-grade fixed-income securities.
    
 
    INDEX 500 PORTFOLIO seeks to  provide investment results that correspond  to
the total return (i.e., the combination of capital changes and income) of common
stocks  publicly traded  in the  United States.  In seeking  this objective, the
Portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low. The portfolio is designed as a long term investment option.
 
   
    CONTRAFUND PORTFOLIO seeks  capital appreciation by  investing in  companies
believed to be undervalued due to an overly pessimistic appraisal by the public.
The   portfolio  usually  invests  primarily  in  common  stock  and  securities
convertible into common stock, but it has the flexibility to invest in any  type
of security that may produce capital appreciation.
    
 
NORTHSTAR/NWNL TRUST (NORTHSTAR)
    Northstar  is a diversified management investment company currently offering
four investment funds, each with a different investment objective. The following
two Northstar Funds are available under this Policy.
 
    NORTHSTAR INCOME  AND  GROWTH  FUND  is  a  diversified  portfolio  with  an
investment  objective of seeking  current income balanced  with the objective of
achieving capital appreciation.  This Fund  will seek to  achieve its  objective
through  investments  in common  and  preferred stocks,  convertible securities,
investment grade corporate debt  securities and government securities,  selected
for their prospects of producing income and capital appreciation.
 
    NORTHSTAR  MULTI-SECTOR  BOND  FUND  is  a  diversified  portfolio  with  an
investment objective  of  maximizing current  income.  This Fund  will  seek  to
achieve its objective by investment in the following sectors of the fixed income
securities  markets: (a)  securities issued  or guaranteed  as to  principal and
interest by the U.S. Government, its agencies, authorities or instrumentalities;
(b)  investment  grade  corporate  debt  securities;  (c)  investment  grade  or
comparable  quality  debt securities  issued by  foreign corporate  issuers, and
securities issued  by  foreign  governments and  their  political  subdivisions,
limited  to 35%  of assets determined  at the  time of investment;  and (d) high
yield-high risk fixed income securities of U.S. and foreign issuers, limited  to
50% of assets determined at the time of investment.
 
PUTNAM CAPITAL MANAGER TRUST (PCM)
    PCM  is a mutual fund currently offering eleven investment funds each with a
different investment objective. Presently, the following six funds are available
under this Policy.
 
    PCM DIVERSIFIED  INCOME  FUND  seeks high  current  income  consistent  with
capital  preservation through U.S. government securities, high-yield higher risk
fixed income securities (commonly known as "junk bonds") and international fixed
income securities. Consult  the PCM  Prospectus for further  information on  the
risks  associated with this  Fund's investment in  high-yield, higher-risk fixed
income securities.
 
                                       39
<PAGE>
    PCM  GROWTH  AND INCOME  FUND  seeks capital  growth  and current  income by
investing primarily in common  stocks that offer  potential for capital  growth,
current income, or both.
 
    PCM UTILITIES GROWTH AND INCOME FUND seeks capital growth and current income
by  concentrating  its  investments  in debt  and  equity  securities  issued by
companies in the public utilities industries.
 
    PCM VOYAGER FUND seeks  capital appreciation primarily  from a portfolio  of
common  stocks which  are believed  to have  potential for  capital appreciation
which is significantly greater than that of market averages.
 
    PCM ASIA  PACIFIC  GROWTH  FUND  seeks  capital  appreciation  by  investing
primarily  in securities of companies located in  Asia and in the Pacific Basin.
The Fund's investments  will normally include  common stocks, preferred  stocks,
securities  convertible into common stocks or  preferred stocks, and warrants to
purchase common stocks or preferred stocks.
 
    PCM NEW OPPORTUNITIES FUND seeks long-term capital appreciation by investing
principally in common stocks of companies in sectors of the economy which Putnam
Management believes possess above-average long-term growth potential.
 
ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS
    We reserve the  right, subject to  compliance with applicable  law, to  make
additions  to, deletions from, or substitutions for  the shares that are held by
the Variable Account or that the  Variable Account may purchase. We reserve  the
right  to eliminate the shares  of any of the Funds  and to substitute shares of
another Fund  or of  another  open-end, registered  investment company,  if  the
shares  of a Fund are no longer available  for investment, or if in our judgment
further investment  in any  Fund  should become  inappropriate  in view  of  the
purposes of the Variable Account. We will not substitute any shares attributable
to  your interest in  a Sub-Account of  the Variable Account  without notice and
prior approval of the SEC, to the extent required by the Investment Company  Act
of  1940 or  other applicable  law. Nothing  contained herein  shall prevent the
Variable Account from purchasing other securities  of other Funds or classes  of
policies,  or from permitting a conversion  between Funds or classes of policies
on the basis of requests made by Policy owners.
 
    We also  reserve  the right  to  establish additional  Sub-Accounts  of  the
Variable  Account, each  of which would  invest in a  new Fund, or  in shares of
another  investment  company,  with   a  specified  investment  objective.   New
Sub-Accounts may be established when, in our sole discretion, marketing needs or
investment  conditions warrant, and any new  Sub-Accounts will be made available
to existing  Policy owners  on a  basis  to be  determined by  us. We  may  also
eliminate  one or more Sub-Accounts if,  in our sole discretion, marketing, tax,
or investment conditions warrant.
 
    In the event of any such substitution or change, we may make such changes in
this and  other policies  as may  be necessary  or appropriate  to reflect  such
substitution or change. If all or a portion of your investments are allocated to
any  of  the current  funds  that are  being substituted  for  on the  date such
substitution is announced,  you may  surrender the portion  of the  Accumulation
Value funded by such Fund(s) without payment of the associated Surrender Charge.
You  may transfer the portion of the Accumulation Value affected without payment
of a Transfer Charge.  If deemed by us  to be in the  best interests of  persons
having voting rights under the Policies, the Variable Account may be operated as
a  management  company under  the  Investment Company  Act  of 1940,  it  may be
deregistered under  that  Act  in  the event  such  registration  is  no  longer
required, or it may be combined with our other separate accounts.
 
VOTING RIGHTS
 
    You  have the right to instruct us  how to vote the Fund shares attributable
to the Policy at  regular meetings and  special meetings of  the Funds. We  will
vote  the  Fund  shares  held  in  Sub-Accounts  according  to  the instructions
received, as long as:
 
    - The Variable Account is  registered as a unit  investment trust under  the
      Investment Company Act of 1940; and
 
    - The assets of the Variable Account are invested in Fund shares.
 
    If  we determine that,  because of applicable  law or regulation,  we do not
have to vote  according to the  voting instructions received,  we will vote  the
Fund shares at our discretion.
 
                                       40
<PAGE>
    All  persons entitled to voting rights and the number of votes they may cast
are determined as of a record date, selected by us, not more than 90 days before
the meeting of the Fund. All Fund proxy materials and appropriate forms used  to
give voting instructions will be sent to persons having voting interests.
 
    Any  Fund shares held  in the Variable  Account for which  we do not receive
timely voting instructions, or which are not attributable to Policy owners, will
be voted by us in proportion to the instructions received from all Policy owners
having a voting interest in the Fund. Any  Fund shares held by us or any of  our
affiliates  in general accounts  will, for voting purposes,  be allocated to all
separate accounts having  voting interests  in the  Fund in  proportion to  each
account's  voting interest in the respective Fund, and will be voted in the same
manner as are the respective account's votes.
 
    Owning the Policy does  not give you  the right to vote  at meetings of  our
stockholders.
 
    DISREGARD  OF VOTING INSTRUCTIONS. We may,  when required by state insurance
regulatory  authorities,  disregard  voting  instructions  if  the  instructions
require   that  the  shares   be  voted  so   as  to  cause   a  change  in  the
subclassification  or  investment  objective  of  any  Fund  or  to  approve  or
disapprove  an investment  advisory contract for  any Fund. In  addition, we may
disregard voting instructions in favor of changes initiated by a Policy owner in
the investment policy  or the investment  adviser of any  Fund if we  reasonably
disapprove  of such changes. A change would  be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we determine  that the  change would  have  an adverse  effect on  the  Variable
Account  in  that  the proposed  investment  policy  for a  Fund  may  result in
speculative or  unsound  investments.  In  the  event  we  do  disregard  voting
instructions,  a summary of that action and  the reasons for such action will be
included in the next annual report to owners.
 
GENERAL PROVISIONS
 
BENEFITS AT AGE 95
    If the Insured  is living at  Age 95 and  the Policy is  in force, the  Cash
Surrender  Value of the Policy will  automatically be applied to purchase single
premium paid-up life insurance, unless the Insured notifies us in writing on  or
before attaining Age 95 that the Cash Surrender Value should be paid in cash.
 
OWNERSHIP
    While the Insured is alive, subject to the Policy's provisions you may:
 
    - Change the amount and frequency of premium payments.
 
    - Change the allocation of premiums.
 
    - Change the Death Benefit Option.
 
    - Change the Face Amount.
 
    - Make transfers between accounts.
 
    - Surrender the Policy for cash.
 
    - Make a partial withdrawal for cash.
 
    - Receive a cash loan.
 
    - Assign the Policy as collateral.
 
    - Change the beneficiary.
 
    - Transfer ownership of the Policy.
 
    - Enjoy any other rights the Policy allows.
 
PROCEEDS
    At  the Insured's death, the proceeds payable include the Death Benefit then
in force:
 
    - Plus any additional amounts provided by rider on the life of the Insured;
 
    - Plus any Policy loan interest that we have collected but not earned;
 
    - Minus any Loan Amount; and
 
    - Minus any unpaid Monthly Deductions.
 
                                       41
<PAGE>
BENEFICIARY
    You may name one or more beneficiaries on the application when you apply for
the Policy.  You  may later  change  beneficiaries  by written  request.  If  no
beneficiary  is surviving when the Insured dies,  the Death Benefit will be paid
to you, if surviving, or otherwise to your estate.
 
POSTPONEMENT OF PAYMENTS
    Payments from  the  Variable Account  for  Death Benefits,  cash  surrender,
partial  withdrawal, or loans will generally be  made within seven days after we
receive all the documents required for the payments.
 
    We may, however, delay making  a payment when we  are not able to  determine
the  Variable  Accumulation Value  because (i)  the New  York Stock  Exchange is
closed, other than customary weekend or holiday closings, or trading on the  New
York  Stock Exchange  is restricted by  the SEC,  (ii) the SEC  by order permits
postponement for the protection of Policyholders, or (iii) an emergency  exists,
as  determined by the  SEC, as a result  of which disposal  of securities is not
reasonably practicable  or it  is not  reasonably practicable  to determine  the
value  of the  Variable Account's  net assets.  Transfers and  allocation to and
against any Sub-Account  of the  Variable Account  may also  be postponed  under
these circumstances.
 
    Any  of the payments described  above which are made  from the Fixed Account
may be delayed up to six months from the date we receive the documents required.
We will pay interest at  an effective annual rate of  3.50% if we delay  payment
more  than  30 days.  No additional  interest  will be  credited to  any delayed
payments. The time a payment from the Fixed Account may be delayed and the  rate
of interest paid on such amounts may vary among states.
 
SETTLEMENT OPTIONS
    Settlement  Options are  ways you can  choose to have  the Policy's proceeds
paid. These options apply to proceeds paid:
 
    - At the Insured's death.
 
    - On total surrender of the Policy.
 
    The proceeds are paid to one or more  payees. The proceeds may be paid in  a
lump  sum  or may  be  applied to  one of  the  following Settlement  Options. A
combination of options  may be  used. At  least $2,500  must be  applied to  any
option  for  each payee  under that  option. Under  an installment  Option, each
payment must be at least $25.00. We may adjust the interval to make each payment
at least $25.00.
 
    Proceeds applied to any Option no  longer earn interest at the rate  applied
to the Fixed Account or participate in the investment performance of the Funds.
 
    Option  1 - Proceeds are left with  us to earn interest. Withdrawals and any
    changes are subject to our approval.
 
    Option 2  -  Proceeds and  interest  are paid  in  equal installments  of  a
    specified amount until the proceeds and interest are all paid.
 
    Option  3  - Proceeds  and interest  are  paid in  equal installments  for a
    specified period until the proceeds and interest are all paid.
 
    Option 4 - The proceeds provide  an annuity payment with a specified  number
    of  months "certain". The payments are continued for the life of the primary
    payee. If the  primary payee  dies before the  certain period  is over,  the
    remaining payments are paid to a contingent payee.
 
    Option 5 - The proceeds provide a life income for two payees. When one payee
    dies,  the surviving  payee receives two-thirds  of the amount  of the joint
    monthly payment for life.
 
    Option 6 - The proceeds are used to provide an annuity based on the rates in
    effect when the  proceeds are  applied. We  do not  apply this  Option if  a
    similar option would be more favorable to the payee at that time.
 
    INTEREST  ON  SETTLEMENT OPTIONS.  We base  the  interest rate  for proceeds
applied under Options 1 and 2 on the  interest rate we declare on funds that  we
consider  to be in the same classification  based on the Option, restrictions on
withdrawal, and other  factors. The  interest rate will  never be  less than  an
effective annual rate of 3.50%.
 
                                       42
<PAGE>
    In  determining amounts to be paid under Options 3 and 4, we assume interest
at an effective annual rate of 3.50%.  Also, for Option 3 and "certain"  periods
under  Option 4, we credit  any excess interest we may  declare on funds that we
consider to be in the same  classification based on the Option, restrictions  on
withdrawal, and other factors.
 
INCONTESTABILITY
    After  the Policy has  been in force  during the Insured's  lifetime for two
years from the Policy's Issue Date, we cannot claim the Policy is void or refuse
to pay any proceeds unless the Policy has lapsed.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death  Benefit increase has its own  two-year
contestable period measured from the date of the increase.
 
    If  the Policy  is reinstated, the  contestable period is  measured from the
date of reinstatement  with respect to  statements made on  the application  for
reinstatement.
 
MISSTATEMENT OF AGE AND SEX
    If the Insured's Age or sex or both are misstated (except where unisex rates
apply),  the  Death Benefit  will be  the amount  that the  most recent  cost of
insurance would  purchase using  the  current cost  of  insurance rate  for  the
correct Age and sex.
 
SUICIDE
    If  the Insured commits suicide, whether sane or insane, within two years of
the Policy's Issue Date, we do not pay the Death Benefit. Instead, we refund all
premiums paid for the Policy and any attached riders, minus any Loan Amounts and
partial withdrawals.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death  Benefit increase has its own  two-year
suicide  limitation  for  the proceeds  associated  with that  increase.  If the
Insured commits  suicide,  whether sane  or  insane,  within two  years  of  the
effective  date of the increase, we pay  the Death Benefit prior to the increase
and refund the cost of insurance for that increase.
 
    In Colorado and North Dakota, the suicide period is shortened to one year.
 
TERMINATION
    The Policy terminates when any of the following occurs:
 
    - The Policy lapses. See "Policy Lapse and reinstatement".
 
    - The Insured dies.
 
    - The Policy is surrendered for its Cash Surrender Value.
 
    - The Policy is amended according to the amendment provision described below
      and you do not accept the amendment.
 
    - The Policy matures. See "General Provisions -- Benefits 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.
 
                                       43
<PAGE>
    Additional  statements are available upon request.  We may make a charge not
to exceed $50.00 for each additional Annual Statement you request.
 
    PROJECTION REPORT. Upon  request, we  will provide you  a report  projecting
future  results  based on  the  Death Benefit  Option  you specify,  the Planned
Periodic Premiums you specify, and the Accumulation Value of your Policy at  the
end of the prior Policy Year. We may make a charge not to exceed $50.00 for each
Projection Report you request.
 
DIVIDENDS
    The Policy does not entitle you to participate in our surplus. We do not pay
you dividends under the Policy.
 
    The  Sub-Account receives any  dividends paid by the  related Fund. Any such
dividend is credited to you through  the calculation of the Sub-Account's  daily
Unit Value.
 
COLLATERAL ASSIGNMENT
    You  may assign the  benefits of the  Policy as collateral  for a debt. This
limits your rights to the Cash  Surrender Value and the beneficiary's rights  to
the  proceeds.  An assignment  is not  binding  on us  until we  receive written
notice.
 
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:
 
    ACCIDENTAL DEATH  BENEFIT  RIDER.  Provides an  additional  benefit  if  the
Insured dies from an accidental injury.
 
    ACCELERATED  BENEFIT RIDER. Under certain circumstances  a part of the Death
Benefit may be  paid to  you when  the Insured has  been diagnosed  as having  a
terminal  illness.  This Rider  may not  be  available in  all states.  Ask your
registered representative about the  availability of this  Rider in your  state.
See "Accelerated Benefit Rider".
 
    ADDITIONAL  INSURED RIDER. Provides a 10  year, guaranteed level premium and
level term coverage for  the Insured, the  Insured's spouse, or  a child of  the
Insured.
 
    WAIVER  OF MONTHLY DEDUCTION RIDER. The  Monthly Deduction for the Policy is
waived while the Insured is totally disabled under the terms of the rider.
 
    CHILDREN'S INSURANCE RIDER. Provides up to $10,000 of term life insurance on
the life of each of the Insured's children.
 
    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
 
                                       44
<PAGE>
premiums exceeding the  current maximum  premiums allowed, we  will only  accept
that  portion of the premium which would  make total premiums equal the maximum.
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  currently taxable on earnings and gains.  The
investment  adviser  of  the  respective  mutual  fund  investment  options  has
responsibility for maintaining the investment diversification required under the
Code.
 
    DEATH BENEFITS. The Death  Benefit proceeds payable  under either the  Level
Amount  Option or the Variable  Amount Option will be  excludable from the gross
income of the beneficiary under Section 101(a) of the Code.
 
TAXATION OF DISTRIBUTIONS
 
    SURRENDERS AND PARTIAL WITHDRAWALS. A surrender  or lapse of the Policy  may
have  tax consequences. Upon surrender, the owner  will not be taxed on the Cash
Surrender Value except for the amount,  if any, that exceeds the gross  premiums
paid less the untaxed portion of any prior withdrawals. The amount of any Policy
loan  will, upon surrender  or lapse, be  added to the  Cash Surrender Value and
treated, for this  purpose, as if  it had  been received. A  loss incurred  upon
surrender  is generally not deductible. The  tax consequences of a surrender may
differ if the proceeds are received under any income payment settlement option.
 
    A complete surrender of the Policy will, and a partial withdrawal may, under
Section 72(e)(5) of the  Code, be included  in your gross  income to the  extent
that  the distribution  exceeds your  investment in  the Policy.  Withdrawals or
partial  surrenders  generally  are  not  taxable  unless  the  total  of   such
withdrawals  exceeds  total premiums  paid to  the date  of withdrawal  less the
untaxed portion of  any prior  withdrawals. During  the first  15 policy  years,
however, an additional amount may be taxable if the partial surrender results in
or is necessitated by a reduction in benefits. A qualified tax adviser should be
consulted  regarding the tax consequences of any surrender or partial withdrawal
during the first 15 Policy Years.
 
    The increase in  Accumulation Value of  the Policy will  not be included  in
gross  income unless and until there is  a total surrender or partial withdrawal
under the  Policy.  A complete  surrender  of the  Policy  will, and  a  partial
withdrawal  may, under Section 72(e)(5)  of the Code, be  included in your gross
income to the extent the distribution exceeds your investment in the Policy.
 
    The Unemployment  Compensation Amendments  of 1992  require us  to  withhold
Federal  income tax  at the  rate of  20% on  most distributions  from qualified
plans, unless the distribution is an "eligible rollover distribution" as defined
by the  Unemployment Compensation  Act of  1992  and the  Policy owner  files  a
written  request  with us  for  a direct  rollover  to an  individual retirement
account as  described  in 408(b)  of  the Code,  or  as applicable,  to  another
qualified plan or a Section 403(b) arrangement that accepts rollovers.
 
    POLICY  LOANS. Under Section 72(e)(5) of  the Code, loans received under the
Policy will be generally recognized  as loans for tax  purposes and will not  be
considered  to be distributions subject  to tax. Pursuant to  Section 163 of the
Code, interest paid to us with respect to the loan may or may not be deductible,
depending upon  a number  of factors.  If  the Policy  is a  Modified  Endowment
Contract,  a Policy loan or assignment of  any portion of the Accumulation Value
will be taxable in an amount equal
 
                                       45
<PAGE>
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 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
 
                                       46
<PAGE>
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 variable annuity products issued by us. The Policies
may  also be sold through other broker-dealers authorized by WSSI and applicable
law to do so. Registered representatives of such broker-dealers may be paid on a
different basis than described below.
 
    Registered representatives who  sell the Policies  will receive  commissions
based  on a commission schedule. In the first Policy Year, commissions generally
will be no  more than  35% of  the premiums paid  up to  the annualized  Minimum
Monthly  Premium, plus  2.50% of additional  premiums. In  any subsequent Policy
Year, commissions  generally  will be  2.50%  of  premiums paid  in  that  year.
Corresponding commissions will be paid upon a requested increase in Face Amount.
In  addition, a  commission of  .10% 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.
 
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, ReliaStar Employee
                                    Benefits  of  Northwestern  National  Life   Insurance
                                    Company   since  1986;  President   of  NWNL  Benefits
                                    Corporation since  1988; Director  of subsidiaries  of
                                    ReliaStar Financial Corp.
Richard R. Crowl             1999   Senior  Vice President, General  Counsel and Secretary
                                    of ReliaStar Financial Corp.  since 1996; Senior  Vice
                                    President and General Counsel of Northwestern National
                                    Life  Insurance  Company  since  1996;  Executive Vice
                                    President and  General  Counsel of  Washington  Square
                                    Advisers,   Inc.  since   1986;  Vice   President  and
                                    Associate General Counsel of ReliaStar Financial Corp.
                                    from  1989  to  1996;  Vice  President  and  Associate
                                    General   Counsel   of   Northwestern   National  Life
                                    Insurance Company from 1985 to 1996; Director and Vice
                                    President of subsidiaries of ReliaStar Financial Corp.
</TABLE>
    
 
                                       47
<PAGE>
   
<TABLE>
<S>                    <C>          <C>
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.
Kenneth U. Kuk               1997   Vice   President,  Strategic  Marketing  of  ReliaStar
                                    Financial  Corp.   and  Northwestern   National   Life
                                    Insurance   Company   since   1996;   Vice  President,
                                    Investments of ReliaStar Financial Corp. from 1991  to
                                    1996;   President  and  Chief   Executive  Officer  of
                                    Washington Square Advisers, Inc. since 1996; Executive
                                    Vice President  of  Washington Square  Advisers,  Inc.
                                    from  1985  to 1995;  Director of  National Commercial
                                    Finance  Association  and  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
                                    and  President 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>
    
 
                                       48
<PAGE>
   
<TABLE>
<S>                    <C>          <C>
Donald L. Swanson            1997   Senior  Vice President, ReliaStar  Retirement Plans 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 Investment  Research Inc.  since
                                    1996;  President  of Washington  Square  Capital, Inc.
                                    from 1981 to 1996; President  of WSCR, Inc. from  1986
                                    to  1996; Director of National Benefit Resources Group
                                    Services Inc. and subsidiaries of ReliaStar  Financial
                                    Corp.
</TABLE>
    
 
   
The Executive Committee and Finance Committee of our Board of Directors consists
of Directors Flittie, Huneke, Rodby, Roe, Salipante, Crowl 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
Richard R. Crowl                 Senior Vice President and General Counsel
Wayne R. Huneke                  Senior Vice President, Chief Financial Officer and
                                 Treasurer
Kenneth U. Kuk                   Vice President -- Strategic Marketing
Craig R. Rodby                   Senior Vice President -- Financial Management
Robert C. Salipante              Senior Vice President -- Individual Insurance and
                                 Technology
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, 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
 
                                       49
<PAGE>
reorganization  and demutualization  of the  Company in  1989. The Participation
Fund Account  was  established  for  the purpose  of  maintaining  the  dividend
practices relative to certain policies previously issued by the Company's former
Mutual  Department. The Participation Fund Account  is not a separate account as
described under Minnesota  Statutes Chapter  61A. An annual  examination of  the
Participation   Fund  Account  is  made   by  independent  consulting  actuaries
representing the Insurance Division of the State of Minnesota.
 
MASSACHUSETTS AND MONTANA RESIDENTS
 
    All Policy provisions described in the prospectus that are based on the  sex
of  the Insured should  be disregarded. This  Policy will be  issued on a unisex
basis.
 
    References made to the mortality tables applicable to this Policy are to  be
disregarded  and  substituted with  an 80%  male  20% female  blend of  the 1980
Commissioner's Standard  Ordinary Smoker  and Non-Smoker  Mortality Tables,  Age
Last Birthday.
 
LEGAL PROCEEDINGS
 
    There  are no legal proceedings to which the Variable Account is a party. We
are engaged in  litigation of various  kinds; however, our  management does  not
believe that any of this litigation is of material importance in relation to our
total assets.
 
BONDING ARRANGEMENTS
 
    An  insurance  company  blanket  bond  is  maintained  providing $25,000,000
coverage  for  our  officers  and  employees  and  those  of  Washington  Square
Securities, Inc., subject to a $500,000 deductible.
 
LEGAL MATTERS
 
    Legal  matters  in  connection  with the  Variable  Account  and  the Policy
described in this Prospectus have been passed upon by James E. Nelson,  Esquire,
Attorney for the Company.
 
EXPERTS
 
   
    The  financial  statements  of  NWNL's Select*Life  Variable  Account  as of
December 31, 1995 and  for each of  the three years then  ended, and the  annual
financial  statements of Northwestern National  Life Insurance Company, included
in this  Prospectus have  been  audited by  Deloitte  & Touche  LLP  independent
auditors, as stated in their reports which are included herein, and have been so
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
    
 
    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.
 
FINANCIAL STATEMENTS
 
    The  financial statements for the Variable Account reflect the operations of
the Variable Account and its Sub-Accounts as  of December 31, 1995 and for  each
of  the three years in the period  then ended. Although the financial statements
are audited, the periods they cover are not necessarily indicative of the longer
term performance of the assets held in the Variable Account.
 
    The financial  statements of  Northwestern National  Life Insurance  Company
which are included in this Prospectus should be distinguished from the financial
statements of the Variable Account and should be considered only as bearing upon
the  ability  of  Northwestern  National  Life  Insurance  Company  to  meet its
obligations under the Policies. They should not be considered as bearing on  the
investment performance of the assets held in the Variable Account.
 
                                       50
<PAGE>
   
                          INDEPENDENT AUDITORS' REPORT
    
 
   
Board of Directors
    
   
Northwestern National Life Insurance
    
   
Company and Policyowners of
    
   
Select*Life Variable Account:
    
 
   
  We have audited the accompanying statement of assets and liabilities of
Select*Life Variable Account as of December 31, 1995 and the related combined
statements of operations and changes in Policyowners' equity for each of the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of the management of Northwestern National Life Insurance
Company. Our responsibility is to express an opinion on these financial
statements based on our audits.
    
 
   
  We have conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures include
confirmation of the securities owned as of December 31, 1995, by correspondence
with the Account custodians. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
    
 
   
  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Select*Life Variable Account as
of December 31, 1995, and the results of its operations and changes in
Policyowners' equity for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles.
    
 
   
DELOITTE & TOUCHE LLP
    
 
   
Minneapolis, Minnesota
    
   
February 2, 1996
    
 
                                       51
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                      STATEMENT OF ASSETS AND LIABILITIES
    
 
   
                               December 31, 1995
                   (In Thousands, Except Share and Unit Data)
    
 
   
 
<TABLE>
<CAPTION>
                                                                 FIDELITY'S      FIDELITY'S
                                    SELECT          SELECT          VIPF            VIPF
                                CAPITAL GROWTH     MANAGED      MONEY MARKET    HIGH INCOME
ASSETS:                           FUND, INC.      FUND, INC.     PORTFOLIO       PORTFOLIO
- ------------------------------  ---------------  ------------  --------------  --------------
<S>                             <C>              <C>           <C>             <C>
Investments in mutual funds at
  market value:
NORTHWESTERN'S:
  Select Capital Growth Fund,
   Inc.
   0 shares (cost $-)                       $-
  Select Managed Fund, Inc.
   0 shares (cost $-)                                      $-
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
   5,706,539 shares (cost
   $5,707)                                                            $5,707
  High Income Portfolio
   878,558 shares (cost
   $9,623)                                                                           $10,587
  Equity-Income Portfolio
   2,198,284 shares (cost
   $31,597)
  Growth Portfolio
   1,896,779 shares (cost
   $40,243)
  Overseas Portfolio
   988,644 shares (cost
   $15,239)
  Asset Manager Portfolio
   1,460,592 shares (cost
   $20,850)
  Investment Grade Bond
   Portfolio
   222,308 shares (cost
   $2,561)
  Index 500 Portfolio
   33,823 shares (cost $2,167)
  Contrafund Portfolio
   141,923 shares (cost
   $1,927)
PUTNAM'S PCM:
  Diversified Income Fund
   73,078 shares (cost $744)
  Growth and Income Fund
   179,987 shares (cost
   $3,335)
  Utilities Growth and Income
   Fund
   76,470 shares (cost $861)
  Voyager Fund
   367,618 shares (cost
   $9,195)
  Asia Pacific Growth Fund
   29,431 shares (cost $293)
  New Opportunities Fund
   94,932 shares (cost $1,364)
NORTHSTAR'S:
  Income and Growth Fund
   9,357 shares (cost $106)
  Multi-Sector Bond Fund
   22,244 shares (cost $114)
                                ---------------  ------------  --------------  --------------
  Total Assets                              $-             $-         $5,707         $10,587
                                ---------------  ------------  --------------  --------------
                                ---------------  ------------  --------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) Northwestern
  National Life Insurance
  Company for accrued
  mortality and expense risk:               $-             $-             $3              $9
Policyowners' Equity:                        -              -          5,704          10,578
                                ---------------  ------------  --------------  --------------
  Total Liabilities and
   Policyowners' Equity                     $-             $-         $5,707         $10,587
                                ---------------  ------------  --------------  --------------
                                ---------------  ------------  --------------  --------------
  Units Outstanding:                         -              -    454,516.667     577,083.123
Net Asset Value per Unit:
  Select*Life I                             $-             $-     $15.196421      $22.685998
  Select*Life Series 2000                   $-             $-     $11.033285      $11.775682
</TABLE>
    
 
    The accompanying notes are an integral part of the financial statements.
 
                                       52
<PAGE>
 
   
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                                                                    FIDELITY'S VIPF
                                  FIDELITY'S      FIDELITY'S      FIDELITY'S     FIDELITY'S VIPF          II
                                     VIPF            VIPF            VIPF              II             INVESTMENT
                                EQUITY-INCOME       GROWTH         OVERSEAS       ASSET MANAGER       GRADE BOND
                                  PORTFOLIO       PORTFOLIO       PORTFOLIO         PORTFOLIO          PORTFOLIO
                                --------------  --------------  --------------  -----------------  -----------------
<S>                             <C>             <C>             <C>             <C>                <C>
Investments in mutual funds at
  market value:
NORTHWESTERN'S:
  Select Capital Growth Fund,
   Inc.
   0 shares (cost $-)
  Select Managed Fund, Inc.
   0 shares (cost $-)
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
   5,706,539 shares (cost
   $5,707)
  High Income Portfolio
   878,558 shares (cost
   $9,623)
  Equity-Income Portfolio
   2,198,284 shares (cost
   $31,597)                           $42,361
  Growth Portfolio
   1,896,779 shares (cost
   $40,243)                                           $55,386
  Overseas Portfolio
   988,644 shares (cost
   $15,239)                                                           $16,856
  Asset Manager Portfolio
   1,460,592 shares (cost
   $20,850)                                                                             $23,063
  Investment Grade Bond
   Portfolio
   222,308 shares (cost
   $2,561)                                                                                                  $2,774
  Index 500 Portfolio
   33,823 shares (cost $2,167)
  Contrafund Portfolio
   141,923 shares (cost
   $1,927)
PUTNAM'S PCM:
  Diversified Income Fund
   73,078 shares (cost $744)
  Growth and Income Fund
   179,987 shares (cost
   $3,335)
  Utilities Growth and Income
   Fund
   76,470 shares (cost $861)
  Voyager Fund
   367,618 shares (cost
   $9,195)
  Asia Pacific Growth Fund
   29,431 shares (cost $293)
  New Opportunities Fund
   94,932 shares (cost $1,364)
NORTHSTAR'S:
  Income and Growth Fund
   9,357 shares (cost $106)
  Multi-Sector Bond Fund
   22,244 shares (cost $114)
                                --------------  --------------  --------------  -----------------  -----------------
  Total Assets                        $42,361         $55,386         $16,856           $23,063             $2,774
                                --------------  --------------  --------------  -----------------  -----------------
                                --------------  --------------  --------------  -----------------  -----------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) Northwestern
  National Life Insurance
  Company for accrued
  mortality and expense risk:             $26             $32              $8               $13                 $1
Policyowners' Equity:                  42,335          55,354          16,848            23,050              2,773
                                --------------  --------------  --------------  -----------------  -----------------
  Total Liabilities and
   Policyowners' Equity               $42,361         $55,386         $16,856           $23,063             $2,774
                                --------------  --------------  --------------  -----------------  -----------------
                                --------------  --------------  --------------  -----------------  -----------------
  Units Outstanding:            2,023,713.030   2,622,289.757   1,229,928.330     1,704,151.254        214,771.624
Net Asset Value per Unit:
  Select*Life I                    $24.335487      $25.923659      $16.146219        $15.635834         $14.301995
  Select*Life Series 2000          $14.398497      $13.528025      $11.056847        $10.905448         $11.271917
 
<CAPTION>
 
                                 FIDELITY'S VIPF    FIDELITY'S VIPF
                                       II                 II
                                    INDEX 500         CONTRAFUND
                                    PORTFOLIO          PORTFOLIO
                                -----------------  -----------------
<S>                             <C>                <C>
Investments in mutual funds at
  market value:
NORTHWESTERN'S:
  Select Capital Growth Fund,
   Inc.
   0 shares (cost $-)
  Select Managed Fund, Inc.
   0 shares (cost $-)
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
   5,706,539 shares (cost
   $5,707)
  High Income Portfolio
   878,558 shares (cost
   $9,623)
  Equity-Income Portfolio
   2,198,284 shares (cost
   $31,597)
  Growth Portfolio
   1,896,779 shares (cost
   $40,243)
  Overseas Portfolio
   988,644 shares (cost
   $15,239)
  Asset Manager Portfolio
   1,460,592 shares (cost
   $20,850)
  Investment Grade Bond
   Portfolio
   222,308 shares (cost
   $2,561)
  Index 500 Portfolio
   33,823 shares (cost $2,167)           $2,561
  Contrafund Portfolio
   141,923 shares (cost
   $1,927)                                                  $1,956
PUTNAM'S PCM:
  Diversified Income Fund
   73,078 shares (cost $744)
  Growth and Income Fund
   179,987 shares (cost
   $3,335)
  Utilities Growth and Income
   Fund
   76,470 shares (cost $861)
  Voyager Fund
   367,618 shares (cost
   $9,195)
  Asia Pacific Growth Fund
   29,431 shares (cost $293)
  New Opportunities Fund
   94,932 shares (cost $1,364)
NORTHSTAR'S:
  Income and Growth Fund
   9,357 shares (cost $106)
  Multi-Sector Bond Fund
   22,244 shares (cost $114)
                                -----------------  -----------------
  Total Assets                           $2,561             $1,956
                                -----------------  -----------------
                                -----------------  -----------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) Northwestern
  National Life Insurance
  Company for accrued
  mortality and expense risk:                $4                 $-
Policyowners' Equity:                     2,557              1,956
                                -----------------  -----------------
  Total Liabilities and
   Policyowners' Equity                  $2,561             $1,956
                                -----------------  -----------------
                                -----------------  -----------------
  Units Outstanding:                181,509.017        160,147.180
Net Asset Value per Unit:
  Select*Life I                      $14.548311                 $-
  Select*Life Series 2000            $13.834477         $12.215088
</TABLE>
    
 
    The accompanying notes are an integral part of the financial statements.
 
                                       53
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                 STATEMENT OF ASSETS AND LIABILITIES, Continued
    
 
   
                               December 31, 1995
                   (In Thousands, Except Share and Unit Data)
    
 
   
 
<TABLE>
<CAPTION>
                                                                   PUTNAM'S PCM
                                 PUTNAM'S PCM     PUTNAM'S PCM       UTILITIES
                                  DIVERSIFIED      GROWTH AND         GROWTH        PUTNAM'S PCM
                                    INCOME           INCOME         AND INCOME         VOYAGER
ASSETS:                              FUND             FUND             FUND             FUND
- ------------------------------  ---------------  ---------------  ---------------  ---------------
<S>                             <C>              <C>              <C>              <C>
Investments in mutual funds at
  market value:
NORTHWESTERN'S:
  Select Capital Growth Fund,
   Inc.
   0 shares (cost $-)
  Select Managed Fund, Inc.
   0 shares (cost $-)
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
   5,706,539 shares (cost
   $5,707)
  High Income Portfolio
   878,558 shares (cost
   $9,623)
  Equity-Income Portfolio
   2,198,284 shares (cost
   $31,597)
  Growth Portfolio
   1,896,779 shares (cost
   $40,243)
  Overseas Portfolio
   988,644 shares (cost
   $15,239)
  Asset Manager Portfolio
   1,460,592 shares (cost
   $20,850)
  Investment Grade Bond
   Portfolio
   222,308 shares (cost
   $2,561)
  Index 500 Portfolio
   33,823 shares (cost $2,167)
  Contrafund Portfolio
   141,923 shares (cost
   $1,927)
PUTNAM'S PCM:
  Diversified Income Fund
   73,078 shares (cost $744)              $806
  Growth and Income Fund
   179,987 shares (cost
   $3,335)                                               $3,864
  Utilities Growth and Income
   Fund
   76,470 shares (cost $861)                                              $1,015
  Voyager Fund
   367,618 shares (cost
   $9,195)                                                                                $11,212
  Asia Pacific Growth Fund
   29,431 shares (cost $293)
  New Opportunities Fund
   94,932 shares (cost $1,364)
NORTHSTAR'S:
  Income and Growth Fund
   9,357 shares (cost $106)
  Multi-Sector Bond Fund
   22,244 shares (cost $114)
                                ---------------  ---------------  ---------------  ---------------
  Total Assets                            $806           $3,864           $1,015          $11,212
                                ---------------  ---------------  ---------------  ---------------
                                ---------------  ---------------  ---------------  ---------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) Northwestern
  National Life Insurance
  Company for accrued
  mortality and expense risks:              $-               $-               $-               $2
Policyowners' Equity:                      806            3,864            1,015           11,210
                                ---------------  ---------------  ---------------  ---------------
  Total Liabilities and
   Policyowners' Equity                   $806           $3,864           $1,015          $11,212
                                ---------------  ---------------  ---------------  ---------------
                                ---------------  ---------------  ---------------  ---------------
  Units Outstanding:                70,401.445      282,045.753       81,748.531      781,013.273
Net Asset Value per Unit:
  Select*Life I                     $11.671211       $13.783753       $12.696559       $14.653218
  Select*Life Series 2000           $11.375328       $13.687901       $12.342637       $14.315742
</TABLE>
    
 
    The accompanying notes are an integral part of the financial statements.
 
                                       54
<PAGE>
 
   
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                 PUTNAM'S PCM     PUTNAM'S PCM    NORTHSTAR'S
                                 ASIA PACIFIC          NEW           INCOME        NORTHSTAR'S
                                    GROWTH        OPPORTUNITIES    AND GROWTH   MULTI-SECTOR BOND
                                     FUND             FUND            FUND             FUND              TOTAL
                                ---------------  ---------------  ------------  ------------------  ---------------
<S>                             <C>              <C>              <C>           <C>                 <C>
Investments in mutual funds at
  market value:
NORTHWESTERN'S:
  Select Capital Growth Fund,
   Inc.
   0 shares (cost $-)                                                                                            $-
  Select Managed Fund, Inc.
   0 shares (cost $-)                                                                                             -
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
   5,706,539 shares (cost
   $5,707)                                                                                                    5,707
  High Income Portfolio
   878,558 shares (cost
   $9,623)                                                                                                   10,587
  Equity-Income Portfolio
   2,198,284 shares (cost
   $31,597)                                                                                                  42,361
  Growth Portfolio
   1,896,779 shares (cost
   $40,243)                                                                                                  55,386
  Overseas Portfolio
   988,644 shares (cost
   $15,239)                                                                                                  16,856
  Asset Manager Portfolio
   1,460,592 shares (cost
   $20,850)                                                                                                  23,063
  Investment Grade Bond
   Portfolio
   222,308 shares (cost
   $2,561)                                                                                                    2,774
  Index 500 Portfolio
   33,823 shares (cost $2,167)                                                                                2,561
  Contrafund Portfolio
   141,923 shares (cost
   $1,927)                                                                                                    1,956
PUTNAM'S PCM:
  Diversified Income Fund
   73,078 shares (cost $744)                                                                                    806
  Growth and Income Fund
   179,987 shares (cost
   $3,335)                                                                                                    3,864
  Utilities Growth and Income
   Fund
   76,470 shares (cost $861)                                                                                  1,015
  Voyager Fund
   367,618 shares (cost
   $9,195)                                                                                                   11,212
  Asia Pacific Growth Fund
   29,431 shares (cost $293)              $301                                                                  301
  New Opportunities Fund
   94,932 shares (cost $1,364)                           $1,484                                               1,484
NORTHSTAR'S:
  Income and Growth Fund
   9,357 shares (cost $106)                                               $107                                  107
  Multi-Sector Bond Fund
   22,244 shares (cost $114)                                                                $114                114
                                ---------------  ---------------  ------------  ------------------  ---------------
  Total Assets                            $301           $1,484           $107              $114           $180,154
                                ---------------  ---------------  ------------  ------------------  ---------------
                                ---------------  ---------------  ------------  ------------------  ---------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) Northwestern
  National Life Insurance
  Company for accrued
  mortality and expense risks:              $-              $(1)            $-                $-                $97
Policyowners' Equity:                      301            1,485            107               114            180,057
                                ---------------  ---------------  ------------  ------------------  ---------------
  Total Liabilities and
   Policyowners' Equity                   $301           $1,484           $107              $114           $180,154
                                ---------------  ---------------  ------------  ------------------  ---------------
                                ---------------  ---------------  ------------  ------------------  ---------------
  Units Outstanding:                29,436.771      110,223.166      8,746.326         9,904.096     10,541,629.343
Net Asset Value per Unit:
  Select*Life I                             $-               $-             $-                $-
  Select*Life Series 2000           $10.230000       $13.474132     $12.188280        $11.545303
</TABLE>
    
 
    The accompanying notes are an integral part of the financial statements.
 
                                       55
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                      STATEMENT OF OPERATIONS AND CHANGES
    
   
                            IN POLICYOWNERS' EQUITY
    
   
                                 (In Thousands)
    
 
   
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                                   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                                                       1995           1994           1993
                                                                                   -------------  -------------  -------------
<S>                                                                                <C>            <C>            <C>
Net investment income:
  Reinvested dividend income.....................................................       $2,259         $1,454         $1,145
  Reinvested capital gains.......................................................        1,456          2,880            417
  Mortality and expense risk charge..............................................       (1,186)          (692)          (421)
                                                                                   -------------  -------------  -------------
    Net investment income and capital gains......................................        2,529          3,642          1,141
                                                                                   -------------  -------------  -------------
Realized and unrealized gains:
  Net realized gains on redemptions of fund shares...............................        1,345            896            372
  Increase (decrease) in unrealized appreciation of investments..................       27,857         (4,458)         6,621
                                                                                   -------------  -------------  -------------
    Net realized and unrealized gains (losses)...................................       29,202         (3,562)         6,993
                                                                                   -------------  -------------  -------------
      Additions from operations..................................................       31,731             80          8,134
                                                                                   -------------  -------------  -------------
Policyowner transactions:
  Net premium payments...........................................................       66,506         49,268         27,248
  Transfers (to) from Fixed Accounts.............................................         (401)           (35)            48
  Policy loans...................................................................       (1,582)          (781)          (596)
  Loan collateral interest crediting.............................................          101             69             45
  Surrenders.....................................................................       (3,576)        (2,080)        (1,351)
  Death benefits.................................................................         (220)           (87)           (42)
  Cost of insurance charges......................................................      (12,860)        (8,762)        (5,120)
  Death benefit guarantee charges................................................         (488)          (531)          (402)
  Monthly expense charges........................................................       (1,831)        (1,057)          (583)
                                                                                   -------------  -------------  -------------
    Additions for policyowner transactions.......................................       45,649         36,004         19,247
                                                                                   -------------  -------------  -------------
      Net additions for the year.................................................       77,380         36,084         27,381
Policyowners' Equity, beginning of the year......................................      102,677         66,593         39,212
                                                                                   -------------  -------------  -------------
Policyowners' Equity, end of the year............................................     $180,057       $102,677        $66,593
                                                                                   -------------  -------------  -------------
                                                                                   -------------  -------------  -------------
</TABLE>
    
 
    The accompanying notes are an integral part of the financial statements.
 
                                       56
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                         NOTES TO FINANCIAL STATEMENTS
    
 
   
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    
   
  ORGANIZATION AND CONTRACTS:
  NWNL Select*Life Variable Account (the "Account") is a separate account of
  Northwestern National Life Insurance Company ("NWNL" or "Northwestern"), a
  wholly owned subsidiary of ReliaStar Financial Corp (formerly The NWNL
  Companies, Inc.). The Account is registered as a unit investment trust under
  the Investment Company Act of 1940.
    
 
   
  Payments received under the contracts are allocated to Sub-Accounts of the
  Account, each of which invested in one of the Funds listed below during the
  year (see note 4):
    
 
   
<TABLE>
<CAPTION>
FIDELITY'S VIPF AND VIPF II:         PUTNAM'S PCM:                        NORTHSTAR FUNDS:
- -----------------------------------  -----------------------------------  -------------------------
<S>                                  <C>                                  <C>
Money Market Portfolio               Diversified Income Fund              Income and Growth Fund
High Income Portfolio                Growth and Income Fund               Multi-Sector Bond Fund
Equity-Income Portfolio              Utilities Growth and Income Fund
Growth Portfolio                     Voyager Fund
Overseas Portfolio                   Asia Pacific Growth Fund
Asset Manager Portfolio              New Opportunities Fund
Investment Grade Bond Portfolio
Index 500 Portfolio
Contrafund Portfolio
</TABLE>
    
 
   
  Northstar Investment Management Corporation, an affiliate of NWNL, is the
  investment adviser for the two Northstar Funds and is paid fees for its
  services by the Northstar Funds. Fidelity Management & Research Company is the
  investment adviser for Fidelity's VIPF and VIPF II and is paid for its
  services by the VIPF and VIPF II Portfolios. Putnam Investment Management,
  Inc. is the investment adviser for the PCM Funds and is paid fees for its
  services by the PCM Funds. On May 3, 1993, NWNL added the Sub-Account
  investing in the VIPF II Index 500 Portfolio. On January 1, 1994, Sub-Accounts
  investing in PCM's Diversified Income Fund, Growth and Income Fund, Utilities
  Growth and Income Fund and Voyager Fund were made available through the
  Select*Life Series 2000 policies and on May 2, 1994, Sub-Accounts investing in
  these PCM Funds were made available to Select*Life I policies. On December 30,
  1994, Sub-Accounts investing in the Northstar Funds were made available to
  Select*Life Series 2000 policies. On April 30, 1995 Sub-Accounts investing in
  the VIPF II Contrafund Portfolio, the PCM Asia Pacific Growth Fund and the PCM
  New Opportunities Fund were made available to Select*Life Series 2000
  policies.
    
 
   
  SECURITIES VALUATION AND TRANSACTIONS:
  The market value of investments in the Sub-Accounts is based on the closing
  net asset values of the Fund shares held at the end of the period. Investment
  transactions are accounted for on the trade date (date the order to purchase
  or redeem is executed) and dividend income and capital distributions is
  recorded on the ex-dividend date. Net realized gains and losses on redemptions
  of shares of the Funds are determined on the basis of specific identification
  of Fund's share costs. Net investment income and realized and unrealized gain
  (loss) on investments of each Sub-Account are allocated to the Policies on
  each valuation date based on each policy's pro-rata share of the net assets of
  each Sub-Account as of the beginning of the valuation period.
    
 
   
2.  FEDERAL INCOME TAXES:
    
   
  Under current tax law, the income, gains and losses from the separate account
  investments are not taxable to either the Account or NWNL.
    
 
   
3.  POLICY CHARGES:
    
   
  Certain charges are made by NWNL to Policyowners' Variable Accumulation Values
  in the Account in accordance with the terms of the Policies. These charges may
  include: Cost of Insurance, computed as set forth in the Policies; a Monthly
  Expense Charge as set forth in the Policies: Death Benefit Guarantee Charge;
  Optional Insurance benefit charges based upon the policy terms for optional
  benefits; and Surrender Charges and Sales Charge Refunds, as set forth in the
  Policies.
    
 
   
  NWNL assumes mortality and expense risks and, to cover these risks, deducts
  charges in accordance with the terms of the policies from the assets of the
  Account to compensate for these expenses and risks.
    
 
   
4.  NORTHWESTERN'S SELECT FUNDS:
    
   
  On May 1, 1995, Select Capital Growth Fund, Inc. ("SCG") and Select Managed
  Fund, Inc. ("SMF") were liquidated, and Policy Owners' values in the
  Sub-Accounts investing in SCG and SMF were transferred to the Sub-Accounts
  investing in shares of the VIPF Growth Portfolio and VIPF II Asset Manager
  Portfolio, respectively.
    
 
                                       57
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
5. INVESTMENTS:
    
   
   The net realized gains (losses) on redemptions of fund shares during the
   years ended December 31, 1995, 1994 and 1993 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                                                    SELECT
                                                                                                CAPITAL GROWTH
                                                        TOTAL                                     FUND, INC.
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........        $18,128         $7,424         $3,665         $2,470           $347           $389
Cost...............................         16,783          6,528          3,293          2,608            385            413
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......         $1,345           $896           $372          $(138)          $(38)          $(24)
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                     HIGH INCOME                                 EQUITY-INCOME
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........         $1,149           $551           $453         $1,111         $1,079           $247
Cost...............................            947            407            343            821            877            194
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $202           $144           $110           $290           $202            $53
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF II                           FIDELITY'S VIPF II
                                                    ASSET MANAGER                              INVESTMENT GRADE
                                                      PORTFOLIO                                 BOND PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........         $2,494           $941           $107           $329           $247           $104
Cost...............................          2,326            839             91            327            254             95
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $168           $102            $16             $2            $(7)            $9
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       58
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                       SELECT                                   FIDELITY'S VIPF
                                                       MANAGED                                   MONEY MARKET
                                                     FUND, INC.                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........         $4,660           $820           $951         $2,499         $1,572           $850
Cost...............................          4,677            741            857          2,499           1572            850
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $(17)           $79            $94             $-             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                       GROWTH                                      OVERSEAS
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $967         $1,007           $329         $1,486           $729           $193
Cost...............................            538            717            214          1,219            606            195
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $429           $290           $115           $267           $123            $(2)
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF II                           FIDELITY'S VIPF II
                                                      INDEX 500                                   CONTRAFUND
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $208            $53            $42            $92             $-             $-
Cost...............................            168             53             41             79              -              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $40             $-             $1            $13             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       59
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
5. INVESTMENTS (CONTINUED):
    
   
   The net realized gains (losses) on redemptions of fund shares during the
   years ended December 31, 1995, 1994 and 1993 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                    PUTNAM'S PCM                                 PUTNAM'S PCM
                                                 DIVERSIFIED INCOME                            GROWTH AND INCOME
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........            $40             $9             $-           $102             $7             $-
Cost...............................             38              9              -             85              7              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $2             $-             $-            $17             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                    PUTNAM'S PCM                                 PUTNAM'S PCM
                                                    ASIA PACIFIC                               NEW OPPORTUNITIES
                                                     GROWTH FUND                                     FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........            $23             $-             $-           $113             $-             $-
Cost...............................             23              -              -             91              -              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $-             $-             $-            $22             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       60
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                    PUTNAM'S PCM                                 PUTNAM'S PCM
                                             UTILITIES GROWTH AND INCOME                            VOYAGER
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $184            $49             $-           $154            $13             $-
Cost...............................            164             48              -            126             13              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $20             $1             $-            $28             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     NORTHSTAR'S                                  NORTHSTAR'S
                                                  INCOME AND GROWTH                            MULTI-SECTOR BOND
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........             $3             $-             $-            $44             $-             $-
Cost...............................              3              -              -             44              -              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $-             $-             $-             $-             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       61
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
6. POLICYOWNERS' TRANSACTIONS:
    
   
   Unit transactions in each Sub-Account for the years ended December 31, 1995,
   1994 and 1993 were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                       SELECT
                                                       CAPITAL                                      SELECT
                                                       GROWTH                                       MANAGED
                                                     FUND, INC.                                   FUND, INC.
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................    157,399.779    162,138.780    167,471.597    286,168.977    311,725.041    330,827.372
Units purchased....................      9,126.623     27,211.524     35,065.805     12,895.412     43,556.351     66,936.131
Units redeemed.....................     (7,913.917)   (21,989.106)   (24,409.857)   (10,403.233)   (46,804.601)   (43,441.272)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................   (158,612.485)    (9,961.419)   (15,988.765)  (288,661.156)   (22,307.814)   (42,597.190)
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................              -    157,399.779    162,138.780              -    286,168.977    311,725.041
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                       GROWTH                                      OVERSEAS
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................  1,761,649.810  1,096,817.909    753,498.577    900,424.038    379,052.212    211,691.220
Units purchased....................  1,030,790.587    953,158.878    496,602.667    617,148.362    556,399.917    175,560.984
Units redeemed.....................   (342,106.549)  (244,337.361)  (162,473.724)  (177,939.623)  (111,750.664)   (44,967.546)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    171,955.909    (43,989.616)     9,190.389   (109,704.447)    76,722.573     36,767.554
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................  2,622,289.757  1,761,649.810  1,096,817.909  1,229,928.330    900,424.038    379,052.212
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       62
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                    MONEY MARKET                                  HIGH INCOME
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................    240,089.964    156,045.604    152,805.620    397,251.963    254,797.519    161,227.749
Units purchased....................    409,244.895    165,487.964     69,682.856    262,813.321    211,773.478    130,562.696
Units redeemed.....................    (51,202.041)   (28,807.773)   (20,926.325)   (82,813.141)   (56,358.865)   (33,540.569)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................   (143,616.151)   (52,635.831)   (45,516.547)      (169.020)   (12,960.169)    (3,452.357)
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................    454,516.667    240,089.964    156,045.604    577,083.123    397,251.963    254,797.519
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
 
<CAPTION>
                                                   FIDELITY'S VIPF
                                                    EQUITY-INCOME
                                                      PORTFOLIO
                                     -------------------------------------------
                                      Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>
Units outstanding,
  beginning of year................  1,463,010.155  1,055,644.747    771,398.437
Units purchased....................    749,089.473    601,244.662    401,078.064
Units redeemed.....................   (256,323.181)  (192,736.128)  (135,688.853)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     67,936.583     (1,143.126)    18,857.099
                                     -------------  -------------  -------------
Units outstanding,
  end of year......................  2,023,713.030  1,463,010.155  1,055,644.747
                                     -------------  -------------  -------------
                                     -------------  -------------  -------------
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                  FIDELITY'S VIPF II                             FIDELITY'S VIPF II
                                                     ASSET MANAGER                                INVESTMENT GRADE
                                                       PORTFOLIO                                   BOND PORTFOLIO
                                    -----------------------------------------------  ------------------------------------------
                                      Year ended       Year ended      Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,         Dec. 31,        Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995             1994            1993           1995           1994           1993
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
<S>                                 <C>              <C>              <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................  1,132,373.018      397,491.821     97,757.370    153,890.893     73,061.118    24,463.839
Units purchased....................    711,584.303      860,156.216    298,692.189     89,695.793     93,970.791    52,917.549
Units redeemed.....................   (245,931.324)    (135,570.699)   (44,480.151)   (25,144.781)   (15,634.489)   (7,850.519)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    106,125.257       10,295.680     45,522.413     (3,670.281)     2,493.473     3,530.249
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
Units outstanding,
  end of year......................  1,704,151.254    1,132,373.018    397,491.821    214,771.624    153,890.893    73,061.118
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
 
<CAPTION>
                                                FIDELITY'S VIPF II
                                                     INDEX 500
                                                     PORTFOLIO
                                     -----------------------------------------
                                      Year ended     Year ended    Year ended
                                       Dec. 31,       Dec. 31,      Dec. 31,
                                         1995           1994          1993
                                     -------------  ------------  ------------
<S>                                 <C>             <C>           <C>
Units outstanding,
  beginning of year................    70,686.713    23,356.992             -
Units purchased....................   108,548.505    53,563.087    22,259.709
Units redeemed.....................   (20,962.032)   (8,321.224)   (1,097.320)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    23,235.831     2,087.858     2,194.603
                                     -------------  ------------  ------------
Units outstanding,
  end of year......................   181,509.017    70,686.713    23,356.992
                                     -------------  ------------  ------------
                                     -------------  ------------  ------------
</TABLE>
    
 
                                       63
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
6. POLICYOWNERS' TRANSACTIONS (CONTINUED):
    
   
   Unit transactions in each Sub-Account for the years ended December 31, 1995,
   1994 and 1993 were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF II                              PUTNAM'S PCM
                                                     CONTRAFUND                               DIVERSIFIED INCOME
                                                      PORTFOLIO                                      FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................              -              -              -     25,076.593              -              -
Units purchased....................    131,616.362              -              -     37,489.819     18,122.626              -
Units reedeemed....................    (12,028.370)             -              -     (7,437.939)    (1,598.271)             -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     40,559.188              -              -     15,272.972      8,552.238              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................    160,147.180              -              -     70,401.445     25,076.593              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                    PUTNAM'S PCM                                 PUTNAM'S PCM
                                                 ASIA PACIFIC GROWTH                           NEW OPPORTUNITIES
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................              -              -              -              -              -              -
Units purchased....................     25,202.823              -              -     86,605.419              -              -
Units redeemed.....................     (2,640.223)             -              -     (8,233.093)             -              -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................      6,874.171              -              -     31,850.840              -              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................     29,436.771              -              -    110,223.166              -              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       64
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                    PUTNAM'S PCM                                 PUTNAM'S PCM
                                                  GROWTH AND INCOME                          UTILITIES GROWTH AND
                                                        FUND                                      INCOME FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................     64,421.965              -              -     46,807.467              -              -
Units purchased....................    209,131.345     61,265.475              -     47,951.821     30,500.830              -
Units reedeemed....................    (32,341.113)    (6,093.938)             -    (10,123.479)    (3,408.255)             -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     40,833.556      9,250.428              -     (2,887.278)    19,714.892              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................    282,045.753     64,421.965              -     81,748.531     46,807.467              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
 
<CAPTION>
                                                    PUTNAM'S PCM
                                                       VOYAGER
                                                        FUND
                                     -------------------------------------------
                                      Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>
Units outstanding,
  beginning of year................    199,880.663              -              -
Units purchased....................    611,602.541    191,562.886              -
Units reedeemed....................   (101,392.794)   (18,498.061)             -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     70,922.863     26,815.838              -
                                     -------------  -------------  -------------
Units outstanding,
  end of year......................    781,013.273    199,880.663              -
                                     -------------  -------------  -------------
                                     -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     NORTHSTAR'S                                  NORTHSTAR'S
                                                  INCOME AND GROWTH                            MULTI-SECTOR BOND
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1995           1994           1993           1995           1994           1993
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................              -              -              -              -              -              -
Units purchased....................      6,057.272              -              -      3,255.666              -              -
Units redeemed.....................       (537.367)             -              -       (424.093)             -              -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................      3,226.421              -              -      7,072.523              -              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................      8,746.326              -              -      9,904.096              -              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       65
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, Continued
 
7. COMBINING STATEMENT OF OPERATIONS AND CHANGES IN POLICYOWNERS' EQUITY:
    
   
   Operations and changes in Policyowners' equity for the year ended December
   31, 1995 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                   FIDELITY'S  FIDELITY'S  FIDELITY'S
                                             SELECT                   VIPF        VIPF        VIPF     FIDELITY'S
                                            CAPITAL      SELECT      MONEY        HIGH      EQUITY-       VIPF
                                             GROWTH     MANAGED      MARKET      INCOME      INCOME      GROWTH
                                  TOTAL    FUND, INC.  FUND, INC.  PORTFOLIO   PORTFOLIO   PORTFOLIO   PORTFOLIO
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                             <C>        <C>         <C>         <C>         <C>         <C>         <C>
Net investment income:
  Reinvested dividend
   income.....................     $2,259         $-          $-        $254        $514        $798        $172
  Reinvested capital gains....      1,456          -           -           -           -       1,292           -
  Mortality and expense risk
   charge.....................     (1,186)        (6)        (12)        (41)        (74)       (276)       (367)
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
      Net investment income
       (loss)
       and capital gains......      2,529         (6)        (12)        213         440       1,814        (195)
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
Realized and unrealized gains
  (losses):
  Net realized gains (losses)
   on redemptions of fund
   shares.....................      1,345       (138)        (17)          -         202         290         429
  Increase in unrealized
   appreciation on
   investments................     27,857        217         170           -         906       7,526      11,788
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
      Net realized and
       unrealized gains.......     29,202         79         153           -       1,108       7,816      12,217
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
        Net additions
         from operations......     31,731         73         141         213       1,548       9,630      12,022
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
Policyowner transactions:
  Net premium payments........     66,506        123         188       4,498       3,599      11,299      15,747
  Transfers (to) from Fixed
   Account....................       (401)    (2,420)     (4,589)     (1,606)         63       1,140       3,598
  Policy loans................     (1,582)        (5)        (21)        (28)       (105)       (592)       (541)
  Loan collateral interest
   crediting..................        101          2           5           5           6          26          34
  Surrenders..................     (3,576)       (45)        (25)        (99)       (217)       (893)     (1,219)
  Death benefits..............       (220)        (1)          -           -         (30)        (60)        (34)
  Cost of insurance charges...    (12,860)       (53)        (94)       (423)       (819)     (2,545)     (3,745)
  Death benefit guarantee
   charges....................       (488)        (3)         (5)        (10)        (36)       (120)       (179)
  Monthly expense charges.....     (1,831)        (7)        (13)        (37)        (99)       (336)       (536)
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
      Net additions
       (reductions) for
       policyowner
       transactions...........     45,649     (2,409)     (4,554)      2,300       2,362       7,919      13,125
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
        Net additions
         (reductions)
         for the year.........     77,380     (2,336)     (4,413)      2,513       3,910      17,549      25,147
Policyowners' Equity,
  beginning of the year.......    102,677      2,336       4,413       3,191       6,668      24,786      30,207
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
Policyowners' Equity,
  end of the year.............   $180,057         $-          $-      $5,704     $10,578     $42,335     $55,354
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>
    
 
                                       66
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                        FIDELITY'S
                                            FIDELITY'S    VIPF II                              PUTNAM'S     PUTNAM'S
                                FIDELITY'S   VIPF II    INVESTMENT   FIDELITY'S  FIDELITY'S      PCM          PCM
                                   VIPF       ASSET        GRADE      VIPF II      VIPF II    DIVERSIFIED  GROWTH AND
                                 OVERSEAS    MANAGER       BOND      INDEX 500   CONTRAFUND     INCOME       INCOME
                                PORTFOLIO   PORTFOLIO    PORTFOLIO   PORTFOLIO    PORTFOLIO   PORTFOLIO    PORTFOLIO
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
<S>                             <C>         <C>         <C>          <C>         <C>          <C>         <C>
Net investment income:
  Reinvested dividend
   income.....................        $48        $289          $65         $13           $8         $16           $32
  Reinvested capital gains....         49           -            -           2           16           -            18
  Mortality and expense risk
   charge.....................       (123)       (159)         (18)        (13)          (5)         (4)          (19)
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
      Net investment income
       (loss)
       and capital gains......        (26)        130           47           2           19          12            31
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
Realized and unrealized gains
  (losses):
  Net realized gains (losses)
   on redemptions of fund
   shares.....................        267         168            2          40           13           2            17
  Increase in unrealized
   appreciation on
   investments................      1,073       2,652          273         390           29          63           529
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
      Net realized and
       unrealized gains.......      1,340       2,820          275         430           42          65           546
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
        Net additions
         from operations......      1,314       2,950          322         432           61          77           577
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
Policyowner transactions:
  Net premium payments........      7,140       7,749          983       1,343        1,567         391         2,526
  Transfers (to) from Fixed
   Account....................     (1,410)      1,972          (36)        295          466         172           490
  Policy loans................       (132)       (126)          23          (3)          (2)         (4)          (10)
  Loan collateral interest
   crediting..................         10          13            -           -            -           -             -
  Surrenders..................       (357)       (535)         (53)        (24)          (1)         (4)          (13)
  Death benefits..............        (27)        (37)         (15)        (12)           -          (2)           (2)
  Cost of insurance charges...     (1,417)     (1,841)        (187)       (178)        (114)        (55)         (296)
  Death benefit guarantee
   charges....................        (55)        (65)          (7)         (3)           -           -            (1)
  Monthly expense charges.....       (205)       (242)         (22)        (30)         (21)         (9)          (53)
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
      Net additions
       (reductions) for
       policyowner
       transactions...........      3,547       6,888          686       1,388        1,895         489         2,641
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
        Net additions
         (reductions)
         for the year.........      4,861       9,838        1,008       1,820        1,956         566         3,218
Policyowners' Equity,
  beginning of the year.......     11,987      13,212        1,765         737            -         240           646
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
Policyowners' Equity,
  end of the year.............    $16,848     $23,050       $2,773      $2,557       $1,956        $806        $3,864
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
                                ----------  ----------  -----------  ----------  -----------  ----------  ------------
</TABLE>
    
 
                                       67
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
7. COMBINING STATEMENT OF OPERATIONS AND CHANGES IN POLICYOWNERS' EQUITY
   (CONTINUED):
    
   
   Operations and changes in Policyowners' equity for the year ended December
   31, 1995 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                              PUTNAM'S
                                                  PUTNAM'S                       PCM        PUTNAM'S
                                                    PCM          PUTNAM'S       ASIA           PCM       NORTHSTAR'S  NORTHSTAR'S
                                              UTILITIES GROWTH      PCM        PACIFIC         NEW       INCOME AND   MULTI-SECTOR
                                                 AND INCOME       VOYAGER      GROWTH     OPPORTUNITIES    GROWTH         BOND
                                                    FUND           FUND         FUND          FUND          FUND          FUND
                                              ----------------  -----------  -----------  -------------  -----------  ------------
<S>                                           <C>               <C>          <C>          <C>            <C>          <C>
Net investment income:
  Reinvested dividend income................     $       32      $      10    $       -     $       -     $       2    $        6
  Reinvested capital gains..................              -             77            -             -             2             -
  Mortality and expense risk charge.........             (7)           (56)          (1)           (4)            -            (1)
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net investment income
       (loss) and capital gains.............             25             31           (1)           (4)            4             5
                                                   --------     -----------  -----------  -------------  -----------  ------------
Realized and unrealized gains:
  Net realized gains on
   redemptions of fund shares...............             20             28            -            22             -             -
  Increase in unrealized
   appreciation on investments..............            161          1,951            8           120             1             -
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net realized and
       unrealized gains.....................            181          1,979            8           142             1             -
                                                   --------     -----------  -----------  -------------  -----------  ------------
        Net additions
         from operations....................            206          2,010            7           138             5             5
                                                   --------     -----------  -----------  -------------  -----------  ------------
Policyowner transactions:
  Net premium payments......................            505          7,418          251         1,072            71            36
  Transfers (to) from Fixed Account.........            (40)           947           68           375            37            77
  Policy loans..............................             (1)           (31)           -            (4)            -             -
  Loan collateral interest crediting........              -              -            -             -             -             -
  Surrenders................................             (9)           (81)           -            (1)            -             -
  Death benefits............................              -              -            -             -             -             -
  Cost of insurance charges.................            (80)          (902)         (22)          (80)           (5)           (4)
  Death benefit guarantee charges...........             (1)            (3)           -             -             -             -
  Monthly expense charges...................            (13)          (189)          (3)          (15)           (1)            -
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net additions for
       policyowner transactions.............            361          7,159          294         1,347           102           109
                                                   --------     -----------  -----------  -------------  -----------  ------------
        Net additions
         for the year.......................            567          9,169          301         1,485           107           114
 
Policyowners' Equity,
 beginning of the year......................            448          2,041            -             -             -             -
                                                   --------     -----------  -----------  -------------  -----------  ------------
Policyowners' Equity,
 end of the year............................     $    1,015      $  11,210    $     301     $   1,485     $     107    $      114
                                                   --------     -----------  -----------  -------------  -----------  ------------
                                                   --------     -----------  -----------  -------------  -----------  ------------
</TABLE>
    
 
                                       68
<PAGE>
   
                          INDEPENDENT AUDITORS' REPORT
    
 
   
Board of Directors and Shareholder
Northwestern National Life Insurance Company
(A Wholly Owned Subsidiary of ReliaStar Financial Corp.)
Minneapolis, Minnesota
    
 
   
    We have audited the accompanying consolidated balance sheets of Northwestern
National  Life Insurance  Company and Subsidiaries  as of December  31, 1995 and
1994, and the related statements of income, shareholder's equity, and cash flows
for each of the two years in the period ended December 31, 1995. These financial
statements  are   the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion  on these financial statements based on
our audits.
    
 
   
    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
    
 
   
    In our  opinion, the  consolidated financial  statements referred  to  above
present fairly, in all material respects, the financial position of Northwestern
National  Life Insurance  Company and Subsidiaries  as of December  31, 1995 and
1994 and the results of  their operations and their cash  flows for each of  the
two  years in the  period ended December  31, 1995 in  conformity with generally
accepted accounting principles.
    
 
   
DELOITTE & TOUCHE LLP
    
 
   
Minneapolis, Minnesota
    
   
February 1, 1996
    
 
                                       69
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                          CONSOLIDATED BALANCE SHEETS
                                 (IN MILLIONS)
    
 
   
                                     ASSETS
    
 
   
<TABLE>
<CAPTION>
                                                                                               DECEMBER 31
                                                                                         ------------------------
                                                                                            1995         1994
                                                                                         -----------  -----------
<S>                                                                                      <C>          <C>
Investments
  Fixed Maturity Securities
    Available-for-Sale (Amortized Cost: 1995, $8,485.4; 1994, $3,638.6)................  $   9,053.7  $   3,470.6
    Held-to-Maturity (Fair Value: $2,253.0)............................................           --      2,310.4
  Equity Securities (Cost: 1995, $34.8; 1994, $45.9)...................................         35.9         43.7
  Mortgage Loans on Real Estate........................................................      1,948.4      1,570.3
  Real Estate and Leases...............................................................         97.9        111.0
  Policy Loans.........................................................................        499.8        306.8
  Other Invested Assets................................................................         47.0         42.3
  Short-Term Investments...............................................................        122.4         59.9
                                                                                         -----------  -----------
    Total Investments..................................................................     11,805.1      7,915.0
Cash...................................................................................         43.0         19.8
Accounts and Notes Receivable..........................................................        150.9        118.2
Reinsurance Receivable.................................................................        162.9         93.9
Deferred Policy Acquisition Costs......................................................        860.7        885.2
Present Value of Future Profits........................................................        192.0           --
Property and Equipment, Net............................................................        122.6        121.1
Accrued Investment Income..............................................................        164.7        112.2
Other Assets...........................................................................        275.0        128.4
Participation Fund Account Assets......................................................        319.6        323.4
Assets Held in Separate Accounts.......................................................      1,369.0        623.6
                                                                                         -----------  -----------
    Total Assets.......................................................................  $  15,465.5  $  10,340.8
                                                                                         -----------  -----------
                                                                                         -----------  -----------
 
                                                   LIABILITIES
Future Policy and Contract Benefits....................................................  $  11,033.2  $   7,823.6
Pending Policy Claims..................................................................        257.7        193.5
Other Policyholder Funds...............................................................        174.4        157.2
Notes and Mortgages Payable - Unaffiliated.............................................        144.6         74.8
Note Payable - Parent..................................................................        100.0        100.0
Income Taxes...........................................................................        169.2           --
Other Liabilities......................................................................        328.9        235.0
Participation Fund Account Liabilities.................................................        319.6        323.4
Liabilities Related to Separate Accounts...............................................      1,362.9        623.6
                                                                                         -----------  -----------
    Total Liabilities..................................................................     13,890.5      9,531.1
                                                                                         -----------  -----------
 
                                              SHAREHOLDER'S EQUITY
Common Stock (2.0 Million Shares Issued in 1995 and 1994)..............................          2.5          2.5
Additional Paid-In Capital.............................................................        538.9        216.4
Net Unrealized Investment Gains (Losses) ..............................................        246.8        (79.4)
Retained Earnings......................................................................        786.8        670.2
                                                                                         -----------  -----------
    Total Shareholder's Equity.........................................................      1,575.0        809.7
                                                                                         -----------  -----------
      Total Liabilities and Shareholder's Equity.......................................  $  15,465.5  $  10,340.8
                                                                                         -----------  -----------
                                                                                         -----------  -----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       70
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                       CONSOLIDATED STATEMENTS OF INCOME
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
                                                                                              1995        1994
                                                                                           ----------  ----------
<S>                                                                                        <C>         <C>
REVENUES
  Premiums...............................................................................  $    851.5  $    726.9
  Net Investment Income..................................................................       890.3       618.1
  Realized Investment Gains (Losses).....................................................         7.4       (27.4)
  Policy and Contract Charges............................................................       218.5       136.2
  Other Income...........................................................................        94.4       111.1
                                                                                           ----------  ----------
    Total................................................................................     2,062.1     1,564.9
                                                                                           ----------  ----------
BENEFITS AND EXPENSES
  Benefits to Policyholders..............................................................     1,321.9     1,025.8
  Sales and Operating Expenses...........................................................       344.4       281.8
  Amortization of Deferred Policy Acquisition Costs and Present Value of Future
   Profits...............................................................................        90.5        56.7
  Interest Expense.......................................................................        13.5        15.2
  Dividends and Experience Refunds to Policyholders......................................        23.4        19.0
                                                                                           ----------  ----------
    Total................................................................................     1,793.7     1,398.5
                                                                                           ----------  ----------
Income from Continuing Operations before Income Taxes....................................       268.4       166.4
  Income Tax Expense.....................................................................        94.4        57.9
                                                                                           ----------  ----------
    Income from Continuing Operations....................................................       174.0       108.5
                                                                                           ----------  ----------
  Loss from Discontinued Operations......................................................        (5.4)       (2.6)
                                                                                           ----------  ----------
    Net Income...........................................................................  $    168.6  $    105.9
                                                                                           ----------  ----------
                                                                                           ----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       71
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                            YEAR ENDED DECEMBER
                                                                                                    31
                                                                                           ---------------------
                                                                                              1995       1994
                                                                                           ----------  ---------
<S>                                                                                        <C>         <C>
SHAREHOLDER'S EQUITY
Common Stock
  Beginning and End of Year..............................................................  $      2.5  $     2.5
                                                                                           ----------  ---------
Additional Paid-In Capital
  Beginning of Year......................................................................       216.4      216.4
  Capital Contributions from Parent......................................................       322.5         --
                                                                                           ----------  ---------
    End of Year..........................................................................       538.9      216.4
                                                                                           ----------  ---------
Net Unrealized Investment Gains (Losses)
  Beginning of Year......................................................................       (79.4)       1.8
  Cumulative Effect of Accounting Change -- Securities...................................          --       85.3
  Change for the Year....................................................................       326.2     (166.5)
                                                                                           ----------  ---------
    End of Year..........................................................................       246.8      (79.4)
                                                                                           ----------  ---------
Retained Earnings
  Beginning of Year......................................................................       670.2      588.3
  Net Income.............................................................................       168.6      105.9
  Dividends to Shareholder...............................................................       (52.0)     (24.0)
                                                                                           ----------  ---------
    End of Year..........................................................................       786.8      670.2
                                                                                           ----------  ---------
Total Shareholder's Equity...............................................................  $  1,575.0  $   809.7
                                                                                           ----------  ---------
                                                                                           ----------  ---------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       72
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
                                                                                              1995        1994
                                                                                           -----------  ---------
<S>                                                                                        <C>          <C>
OPERATING ACTIVITIES
Net Income...............................................................................  $     168.6  $   105.9
Adjustments to Reconcile Net Income to Net
 Cash Provided by Operating Activities
  Interest Credited to Insurance Contracts...............................................        500.1      364.7
  Future Policy Benefits.................................................................       (117.5)     (60.1)
  Capitalization of Policy Acquisition Costs.............................................       (176.6)    (119.0)
  Amortization of Deferred Policy Acquisition Costs
   and Present Value of Future Profits...................................................         90.5       56.7
  Deferred Income Taxes..................................................................         11.5        9.2
  Net Change in Receivables and Payables.................................................          8.5       45.2
  Other Assets...........................................................................        (83.4)       4.0
  Realized Investment (Gains) Losses, Net................................................         (7.4)      27.4
  Other..................................................................................         (3.5)      15.7
                                                                                           -----------  ---------
    Net Cash Provided by Operating Activities............................................        390.8      449.7
                                                                                           -----------  ---------
INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities.........................................        190.5      158.5
Proceeds from Maturities or Repayment of Fixed Maturity Securities
  Available-for-Sale.....................................................................        329.9      177.2
  Held-to-Maturity.......................................................................        415.6      390.2
Cost of Fixed Maturity Securities Acquired
  Available-for-Sale.....................................................................       (971.4)    (720.7)
  Held-to-Maturity.......................................................................       (519.8)    (617.5)
Sales (Purchases) of Equity Securities, Net..............................................         31.0       (9.0)
Proceeds of Mortgage Loans Sold, Matured or Repaid.......................................        314.2      358.2
Cost of Mortgage Loans Acquired..........................................................       (385.2)    (149.4)
Sales of Real Estate and Leases, Net.....................................................         28.8       14.5
Policy Loans Issued, Net.................................................................        (63.0)     (49.4)
Sales of Other Invested Assets, Net......................................................         39.0       19.6
Sales (Purchases) of Short-Term Investments, Net.........................................        (56.4)      13.8
Cash Acquired with Acquisition of USLICO.................................................           .4         --
                                                                                           -----------  ---------
    Net Cash Used by Investing Activities................................................       (646.4)    (414.0)
                                                                                           -----------  ---------
FINANCING ACTIVITIES
Deposits to Insurance Contracts..........................................................      1,265.6      862.6
Maturities and Withdrawals from Insurance Contracts......................................     (1,015.3)    (849.7)
Increase in Notes and Mortgages Payable..................................................         72.1         --
Repayment of Notes and Mortgages Payable.................................................         (2.3)     (35.8)
Dividends to Shareholder.................................................................        (41.3)     (24.0)
                                                                                           -----------  ---------
    Net Cash Provided (Used) by Financing Activities.....................................        278.8      (46.9)
                                                                                           -----------  ---------
Increase (Decrease) in Cash..............................................................         23.2      (11.2)
Cash at Beginning of Year................................................................         19.8       31.0
                                                                                           -----------  ---------
Cash at End of Year......................................................................  $      43.0  $    19.8
                                                                                           -----------  ---------
                                                                                           -----------  ---------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       73
<PAGE>
   
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 1. CHANGES IN ACCOUNTING PRINCIPLES
    
 
   
    ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN
    
 
   
    Effective  January  1, 1995,  Northwestern  National Life  Insurance Company
(Northwestern) and its subsidiaries (the Company) adopted Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment  of
a  Loan" and SFAS No.  118 "Accounting by Creditors for  Impairment of a Loan --
Income Recognition and  Disclosure." SFAS  No. 114 and  SFAS No.  118 require  a
company  to measure impairment  based upon the present  value of expected future
cash flows  discounted  at  the  loan's  effective  interest  rate,  the  loan's
observable  market price  or the  fair value  of the  collateral if  the loan is
collateral dependent. If foreclosure is probable, the measurement of  impairment
must  be based  upon the  fair value  of the  collateral. The  adoption of these
standards did not  have a  significant effect on  the financial  results of  the
Company.
    
 
   
    ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES
    
 
   
    Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting for
Certain  Investments in  Debt and  Equity Securities."  SFAS No.  115 requires a
company to  classify its  securities into  categories based  upon the  company's
intent relative to the eventual disposition of the securities.
    
 
   
    SFAS No. 115 establishes three categories of securities. The first category,
held-to-maturity  securities, is composed of debt securities which a company has
the positive  intent and  ability  to hold  to  maturity. These  securities  are
carried  at amortized cost. The  second category, available-for-sale securities,
may be sold  to address the  liquidity and other  needs of a  company. Debt  and
equity  securities classified as available-for-sale are carried at fair value on
the balance sheet  with unrealized  gains and  losses excluded  from income  and
reported  as a separate  component of shareholder's  equity. The third category,
trading securities, is for debt and  equity securities acquired for the  purpose
of  selling them  in the near  term. The Company  has not classified  any of its
securities as trading securities.
    
 
   
    The December  31, 1995  balance  of shareholder's  equity was  increased  by
$246.8 million (comprised of an increase in the carrying value of the securities
of  $569.9 million, reduced by $189.4 million of related adjustments to deferred
policy acquisition costs and $133.7 million in deferred income taxes), while the
December 31, 1994 balance of shareholder's  equity was reduced by $79.4  million
(comprised  of a  decrease in  the carrying  value of  the securities  of $170.2
million, reduced  by $48.1  million of  related adjustments  to deferred  policy
acquisition costs and $42.7 million in deferred income taxes) to reflect the net
unrealized  gain/loss on fixed maturity  securities classified as available-for-
sale.
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
    
 
   
    NATURE OF OPERATIONS
    
 
   
    The Company  is  principally  engaged  in the  business  of  providing  life
insurance and related financial service products. The Company operates primarily
in  the United States and, through its subsidiaries is authorized to do business
in all 50 states.
    
 
   
    PRINCIPLES OF CONSOLIDATION
    
 
   
    The consolidated financial statements  include the accounts of  Northwestern
and  its subsidiaries.  Northwestern is a  wholly owned  subsidiary of ReliaStar
Financial Corp. (ReliaStar). Northwestern's principal subsidiaries are  Northern
Life Insurance Company (Northern), United Services Life Insurance Company (USL),
Bankers  Security Life  Insurance Society (BSL),  ReliaStar Mortgage Corporation
and Washington  Square  Advisors, Inc.  During  1995, The  North  Atlantic  Life
Insurance  Company of America was merged  into BSL. These consolidated financial
statements exclude the effects of all material intercompany transactions.
    
 
                                       74
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    USE OF ESTIMATES
    
 
   
    The  preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that  affect the  reported amounts  of assets  and liabilities,  the
disclosure  of contingent  assets and liabilities  at the date  of the financial
statements and  the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.
    
 
   
    INVESTMENTS
    
 
   
    Fixed  maturity securities (bonds and redeemable preferred stocks) which may
be sold to  meet liquidity and  other needs  of the Company  are categorized  as
available-for-sale and are valued at fair value. Fixed maturity securities which
the  Company  has  the positive  intent  and  ability to  hold  to  maturity are
categorized as held-to-maturity and are valued at amortized cost less write-offs
for other than temporary declines in fair value.
    
 
   
    Equity securities  (common stocks  and nonredeemable  preferred stocks)  are
valued at fair value.
    
 
   
    Mortgage  loans  on  real  estate  are carried  at  amortized  cost  less an
impairment allowance for estimated uncollectible amounts.
    
 
   
    Investment real estate owned directly by the Company is carried at cost less
accumulated depreciation  and allowances  for estimated  losses. Investments  in
real  estate  joint ventures  are accounted  for using  the equity  method. Real
estate acquired through foreclosure is carried at the lower of fair value  minus
estimated costs to sell or cost.
    
 
   
    Short-term investments are carried at amortized cost.
    
 
   
    Unrealized  investment  gains  and  losses of  equity  securities  and fixed
maturity securities classified  as available-for-sale, net  of related  deferred
acquisition  costs and tax  effects, are accounted  for as a  direct increase or
decrease in shareholder's equity.
    
 
   
    Realized investment gains  and losses  enter into the  determination of  net
income.  Realized  investment  gains  and  losses  on  sales  of  securities are
determined on the specific identification method. Write-offs of investments that
decline in value below cost  on other than a temporary  basis and the change  in
the  allowance for mortgage loans and wholly owned real estate are included with
realized investment gains and losses in the Consolidated Statements of Income.
    
 
   
    The Company records write-offs or allowances for its investments based  upon
an  evaluation  of  specific  problem investments.  The  Company  reviews,  on a
continual basis,  all  invested  assets  (including  marketable  bonds,  private
placements,  mortgage loans and real estate investments) to identify investments
where the Company has credit concerns. Investments with credit concerns  include
those  the  Company  has identified  as  problem investments,  which  are issues
delinquent in a required payment of principal or interest, issues in  bankruptcy
or   foreclosure  and  restructured  or  foreclosed  assets.  The  Company  also
identifies investments as potential  problem investments, which are  investments
where  the Company  has serious  doubts as  to the  ability of  the borrowers to
comply with the present loan repayment terms.
    
 
   
    PROPERTY AND EQUIPMENT
    
 
   
    Property and equipment are carried at cost, net of accumulated  depreciation
of  $79.8 million and $67.5 million at December 31, 1995 and 1994, respectively.
The Company provides for depreciation of
    
 
                                       75
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
property and  equipment using  straight-line and  accelerated methods  over  the
estimated  useful lives of the assets.  Buildings are generally depreciated over
35 to 50 years. Depreciation expense for 1995 and 1994 amounted to $9.1  million
and $8.4 million, respectively.
    
 
   
    PARTICIPATION FUND ACCOUNT
    
 
   
    On  January 3, 1989, the Commissioner of  Commerce of the State of Minnesota
approved a  Plan of  Conversion and  Reorganization (the  Plan) which  provided,
among other things, for the conversion of Northwestern from a combined stock and
mutual insurance company to a stock life insurance company.
    
 
   
    The  Plan provided  for the  establishment of  a Participation  Fund Account
(PFA) for  the  benefit  of  certain  participating  individual  life  insurance
policies and annuities issued by Northwestern prior to the effective date of the
Plan.  Under the  terms of  the PFA, the  insurance liabilities  and assets with
respect  to  such  policies  are   segregated  in  the  accounting  records   of
Northwestern  to  assure  the  continuation  of  current  policyholder  dividend
practices. Assets and liabilities  of the PFA are  presented in accordance  with
statutory  accounting practices. Earnings derived from  the operation of the PFA
will inure solely  to the benefit  of the policies  covered by the  PFA, and  no
benefit  will inure to  the Company. Accordingly, results  of operations for the
PFA are excluded from  the Company's Consolidated Statements  of Income. In  the
event  that the assets  of the PFA  are insufficient to  provide the contractual
benefits guaranteed by  the affected  policies, Northwestern  must provide  such
contractual benefits from its general assets.
    
 
   
    SEPARATE ACCOUNTS
    
 
   
    The Company operates separate accounts. The assets (principally investments)
and  liabilities (principally  to contractholders)  of each  account are clearly
identifiable and  distinguishable  from  other assets  and  liabilities  of  the
Company. Assets are valued at fair value.
    
 
   
    PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS
    
 
   
    RECOGNITION  OF  TRADITIONAL LIFE,  GROUP  AND ANNUITY  PREMIUM  REVENUE AND
BENEFITS TO POLICYHOLDERS -- Traditional  life insurance products include  those
products   with  fixed  and  guaranteed   premiums  and  benefits,  and  consist
principally of whole  life insurance  policies and certain  annuities with  life
contingencies  (immediate  annuities).  Life  insurance  premiums  and immediate
annuity premiums are  recognized as  premium revenue when  due. Group  insurance
premiums  are recognized as  premium revenue over  the time period  to which the
premiums relate. Benefits and expenses are associated with earned premiums so as
to result  in  recognition of  profits  over the  life  of the  contracts.  This
association is accomplished by means of the provision for liabilities for future
policy benefits and the amortization of deferred policy acquisition costs.
    
 
   
    RECOGNITION  OF  UNIVERSAL  LIFE-TYPE  CONTRACTS  REVENUE  AND  BENEFITS  TO
POLICYHOLDERS -- Universal life-type policies are insurance contracts with terms
that are not fixed and guaranteed. The  terms that may be changed could  include
one  or more  of the  amounts assessed  the policyholder,  premiums paid  by the
policyholder or interest accrued to  policyholder balances. Amounts received  as
payments for such contracts are not reported as premium revenues.
    
 
   
    Revenues  for  universal  life-type  policies  consist  of  charges assessed
against policy  account values  for  deferred policy  loading  and the  cost  of
insurance and policy administration. Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.
    
 
                                       76
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    RECOGNITION  OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYHOLDERS --
Contracts that do  not subject the  Company to risks  arising from  policyholder
mortality  or  morbidity are  referred  to as  investment  contracts. Guaranteed
Investment Contracts  (GICs)  and  certain  deferred  annuities  are  considered
investment  contracts. Amounts received  as payments for  such contracts are not
reported as premium revenues.
    
 
   
    Revenues for investment  contracts consist of  investment income and  policy
administration  charges. Contract benefits  that are charged  to expense include
benefit claims incurred in  the period in excess  of related contract  balances,
and interest credited to contract balances.
    
 
   
    POLICY ACQUISITION COSTS
    
 
   
    Those  costs of  acquiring new business,  which vary with  and are primarily
related to the production of new business, have been deferred to the extent that
such costs are deemed recoverable. Such costs include commissions, certain costs
of policy issuance and underwriting and certain variable agency expenses.
    
 
   
    Costs deferred related to traditional life insurance are amortized over  the
premium  paying period of  the related policies,  in proportion to  the ratio of
annual premium revenues to total anticipated premium revenues. Such  anticipated
premium  revenues are  estimated using the  same assumptions  used for computing
liabilities for future policy benefits.
    
 
   
    Costs deferred  related  to  universal  life-type  policies  and  investment
contracts  are amortized  over the  lives of  the policies,  in relation  to the
present value of estimated gross profits from mortality, investment and  expense
margins.
    
 
   
    PRESENT VALUE OF FUTURE PROFITS
    
 
   
    The present value of future profits (PVFP) reflects the estimated fair value
of  the acquired insurance business  in force and represents  the portion of the
cost to acquire USLICO  Corporation (USLICO) that is  allocated to the value  of
future  cash flows from insurance contracts existing at the date of acquisition.
Such value is the present value of the actuarially determined projected net cash
flows from the acquired insurance contracts. The weighted average discount  rate
used to determine such value was approximately 15%.
    
 
   
    An  analysis of  the present  value of the  future profits  asset account is
presented below:
    
 
   
<TABLE>
<CAPTION>
                                                                                             YEAR ENDED
                                                                                            DECEMBER 31,
                                                                                                1995
                                                                                            -------------
                                                                                            (IN MILLIONS)
<S>                                                                                         <C>
Balance at Acquisition....................................................................    $   300.0
Imputed Interest..........................................................................         17.6
Amortization..............................................................................        (32.6)
Adjustment for Unrealized Gains on Available-for-Sale Securities..........................        (93.0)
                                                                                            -------------
Balance, December 31, 1995................................................................    $   192.0
                                                                                            -------------
                                                                                            -------------
</TABLE>
    
 
   
    Based on current conditions and assumptions as to future events on  acquired
policies  in  force,  the  Company  expects that  the  net  amortization  of the
beginning balance of the  PVFP will be between  5% and 6% in  each of the  years
1996  through 2000. The interest  rates used to determine  the amount of imputed
interest on the unamortized PVFP balance ranged from 5% to 8%.
    
 
                                       77
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    GOODWILL
    
 
   
    Goodwill is the excess of the amount paid to acquire a Company over the fair
value of the net assets acquired. Goodwill is amortized on a straight-line basis
over 40 years.  The carrying value  of goodwill is  monitored for impairment  of
value  based on the Company's estimate of future earnings. The carrying value of
goodwill is reduced and  a charge to  income is recorded  when an impairment  in
value is identified. No goodwill impairment charges have been recorded.
    
 
   
    FUTURE POLICY AND CONTRACT BENEFITS
    
 
   
    Liabilities  for future policy  benefits for traditional  life contracts are
calculated using the net level premium  method and assumptions as to  investment
yields,  mortality,  withdrawals and  dividends.  The assumptions  are  based on
projections of past experience and  include provisions for possible  unfavorable
deviation. These assumptions are made at the time the contract is issued or, for
purchased contracts, at the date of acquisition.
    
 
   
    Liabilities  for future policy and  contract benefits on universal life-type
and investment-type contracts are based on the policy account balance.
    
 
   
    The liabilities for future policy  and contract benefits for group  disabled
life  reserves and  long-term disability reserves  are based  upon interest rate
assumptions and morbidity and termination rates from published tables,  modified
for Company experience.
    
 
   
    INCOME TAXES
    
 
   
    The  provision  for  income  taxes includes  amounts  currently  payable and
deferred income taxes resulting  from the cumulative  differences in the  assets
and liabilities determined on a tax return and financial statement basis.
    
 
   
    INTEREST RATE SWAP AGREEMENTS
    
 
   
    Interest  rate  swap  agreements  are  used  as  hedges  for asset/liability
management of adjustable rate and  short-term invested assets. The Company  does
not  enter  into any  interest rate  swap agreements  for trading  purposes. The
interest rate swap transactions involve the exchange of fixed and floating  rate
interest  payments without the  exchange of underlying  principal amounts and do
not contain other optional provisions.  The difference between amounts paid  and
amounts received on interest rate swaps is reflected in net investment income.
    
 
   
    INTEREST RATE FUTURES CONTRACTS
    
 
   
    Futures contracts are used as hedges for asset/liability management of fixed
maturity  securities and liabilities arising  from GICs. Realized and unrealized
gains and losses on futures contracts  are deferred and amortized over the  life
of the hedged asset or liability.
    
 
   
NOTE 3. ACQUISITION
    
   
    On January 17, 1995, ReliaStar acquired USLICO. USLICO was a holding company
with  two primary subsidiaries: USL of Arlington, Virginia and BSL of Uniondale,
New York.  Concurrent with  the acquisition,  ReliaStar contributed  all of  the
capital  stock of USL and BSL to  the Company. The acquisition was accounted for
using the  purchase  method  of  accounting  and,  therefore,  the  consolidated
financial  statements include  the accounts  of USL  and BSL  since the  date of
acquisition. Goodwill  totaling $44.3  million representing  the excess  of  the
purchase  price allocated to USL  and BSL over the fair  value of the net assets
acquired has been recorded.
    
 
                                       78
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 3. ACQUISITION (CONTINUED)
    
   
    The following pro forma consolidated financial information has been prepared
assuming the acquisition had taken place at the beginning of 1994:
    
 
   
<TABLE>
<CAPTION>
                                                                                             YEAR ENDED
                                                                                            DECEMBER 31,
                                                                                                1994
                                                                                            ------------
                                                                                                (IN
                                                                                             MILLIONS)
<S>                                                                                         <C>
Revenues..................................................................................   $  1,961.1
Net Income................................................................................        139.0
</TABLE>
    
 
   
    The pro forma  financial information  is not necessarily  indicative of  the
results  of operations that would have  occurred had the acquisition taken place
at the beginning of 1994 or of future operations of the combined companies.
    
 
   
NOTE 4. INVESTMENTS
    
   
    Investment income summarized by type of investment was as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1995       1994
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Fixed Maturity Securities..........................................................  $   673.4  $   449.6
Equity Securities..................................................................        3.1        1.6
Mortgage Loans on Real Estate......................................................      184.3      160.0
Real Estate and Leases.............................................................       16.8       15.7
Policy Loans.......................................................................       28.9       17.6
Other Invested Assets..............................................................        7.8        3.6
Short-Term Investments.............................................................        7.6        4.2
                                                                                     ---------  ---------
  Gross Investment Income..........................................................      921.9      652.3
Investment Expenses................................................................       31.6       34.2
                                                                                     ---------  ---------
  Net Investment Income............................................................  $   890.3  $   618.1
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
                                       79
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    Net pretax realized investment gains (losses) were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER
                                                                                               31
                                                                                      --------------------
                                                                                        1995       1994
                                                                                      ---------  ---------
                                                                                         (IN MILLIONS)
<S>                                                                                   <C>        <C>
Net Gains (Losses) on Sales of Investments
  Fixed Maturity Securities.........................................................  $     3.3  $     2.1
  Equity Securities.................................................................       15.1         .6
  Mortgage Loans....................................................................        (.1)        --
  Foreclosed Real Estate............................................................         .6         .7
  Real Estate.......................................................................        1.7        (.2)
  Other.............................................................................        2.2        3.2
                                                                                      ---------  ---------
                                                                                           22.8        6.4
                                                                                      ---------  ---------
Provisions for Losses on Investments
  Fixed Maturity Securities.........................................................       (3.0)     (13.9)
  Equity Securities.................................................................        (.1)      (1.0)
  Mortgage Loans....................................................................       (6.3)      (4.9)
  Foreclosed Real Estate............................................................       (5.2)     (11.8)
  Real Estate.......................................................................        (.8)        --
  Other Assets......................................................................         --       (2.2)
                                                                                      ---------  ---------
                                                                                          (15.4)     (33.8)
                                                                                      ---------  ---------
  Net Pretax Realized Investment Gains (Losses).....................................  $     7.4  $   (27.4)
                                                                                      ---------  ---------
                                                                                      ---------  ---------
</TABLE>
    
 
   
    Gross realized investment gains of $8.3  million and $5.0 million and  gross
realized  investment losses of $5.0 million  and $2.9 million were recognized on
sales of fixed maturity securities during the years ended December 31, 1995  and
1994,  respectively. All 1995  and 1994 fixed maturity  security sales were from
the available-for-sale portfolio.
    
 
                                       80
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    The  amortized  cost  and  fair  value  of  investments  in  fixed  maturity
securities by type of investment were as follows:
    
   
<TABLE>
<CAPTION>
                                                                                  DECEMBER 31, 1995
                                                                     --------------------------------------------
                                                                                   GROSS UNREALIZED
                                                                     AMORTIZED   --------------------
                                                                        COST       GAINS    (LOSSES)   FAIR VALUE
                                                                     ----------  ---------  ---------  ----------
                                                                                    (IN MILLIONS)
<S>                                                                  <C>         <C>        <C>        <C>
AVAILABLE-FOR-SALE
  United States Government and Government Agencies and
   Authorities.....................................................  $    172.8  $    13.2         --  $    186.0
  States, Municipalities and Political Subdivisions................        64.4        4.2  $     (.1)       68.5
  Foreign Governments..............................................        82.1        6.8        (.2)       88.7
  Public Utilities.................................................       775.3       74.5        (.9)      848.9
  Corporate Securities.............................................     5,330.7      392.2      (21.6)    5,701.3
  Mortgage-Backed/Structured Finance Securities....................     2,058.0      102.7       (2.4)    2,158.3
  Redeemable Preferred Stock.......................................         2.1         --        (.1)        2.0
                                                                     ----------  ---------  ---------  ----------
    Total..........................................................  $  8,485.4  $   593.6  $   (25.3) $  9,053.7
                                                                     ----------  ---------  ---------  ----------
                                                                     ----------  ---------  ---------  ----------
 
<CAPTION>
 
                                                                                  DECEMBER 31, 1994
                                                                     --------------------------------------------
                                                                                   GROSS UNREALIZED
                                                                     AMORTIZED   --------------------
                                                                        COST       GAINS    (LOSSES)   FAIR VALUE
                                                                     ----------  ---------  ---------  ----------
                                                                                    (IN MILLIONS)
<S>                                                                  <C>         <C>        <C>        <C>
AVAILABLE-FOR-SALE
  United States Government and Government Agencies and
   Authorities.....................................................  $      5.8         --  $     (.3) $      5.5
  States, Municipalities and Political Subdivisions................         5.7         --         --         5.7
  Foreign Governments..............................................        56.4         --       (3.4)       53.0
  Public Utilities.................................................       309.4  $     1.3      (17.5)      293.2
  Corporate Securities.............................................     2,649.8       13.3     (136.4)    2,526.7
  Mortgage-Backed/Structured Finance Securities....................       608.5        2.5      (27.1)      583.9
  Redeemable Preferred Stock.......................................         3.0         --        (.4)        2.6
                                                                     ----------  ---------  ---------  ----------
    Total Available-for-Sale.......................................     3,638.6       17.1     (185.1)    3,470.6
                                                                     ----------  ---------  ---------  ----------
HELD-TO-MATURITY
  States, Municipalities and Political Subdivisions................          .7         --        (.1)         .6
  Public Utilities.................................................        42.5         .8       (1.8)       41.5
  Corporate Securities.............................................     1,202.1       15.0      (37.7)    1,179.4
  Mortgage-Backed/Structured Finance Securities....................     1,065.1         .6      (34.2)    1,031.5
                                                                     ----------  ---------  ---------  ----------
    Total Held-to-Maturity.........................................     2,310.4       16.4      (73.8)    2,253.0
                                                                     ----------  ---------  ---------  ----------
    Total..........................................................  $  5,949.0  $    33.5  $  (258.9) $  5,723.6
                                                                     ----------  ---------  ---------  ----------
                                                                     ----------  ---------  ---------  ----------
</TABLE>
    
 
                                       81
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    The   amortized  cost  and  fair  value  of  fixed  maturity  securities  by
contractual maturity  are  shown below.  Expected  maturities will  differ  from
contractual  maturities because borrowers  may have the right  to call or prepay
obligations with or without call or prepayment penalties.
    
 
   
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31, 1995
                                                                                           ----------------------
                                                                                             AVAILABLE-FOR-SALE
                                                                                           ----------------------
                                                                                           AMORTIZED      FAIR
                                                                                              COST       VALUE
                                                                                           ----------  ----------
<S>                                                                                        <C>         <C>
Due in One Year or Less..................................................................  $    123.1  $    122.8
Due After One Year Through Five Years....................................................     2,497.4     2,634.3
Due After Five Years Through Ten Years...................................................     2,750.4     2,965.4
Due After Ten Years......................................................................     1,056.5     1,172.9
Mortgage-Backed/Structured Finance Securities............................................     2,058.0     2,158.3
                                                                                           ----------  ----------
  Total..................................................................................  $  8,485.4  $  9,053.7
                                                                                           ----------  ----------
                                                                                           ----------  ----------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                         DECEMBER 31, 1994
                                               ----------------------------------------------------------------------
                                                 AVAILABLE-FOR-SALE       HELD-TO-MATURITY             TOTAL
                                               ----------------------  ----------------------  ----------------------
                                               AMORTIZED      FAIR     AMORTIZED      FAIR     AMORTIZED      FAIR
                                                  COST       VALUE        COST       VALUE        COST       VALUE
                                               ----------  ----------  ----------  ----------  ----------  ----------
                                                                           (IN MILLIONS)
<S>                                            <C>         <C>         <C>         <C>         <C>         <C>
Due in One Year or Less......................  $     63.4  $     63.0  $     47.7  $     47.8  $    111.1  $    110.8
Due After One Year Through Five Years........       928.2       898.3       425.9       422.1     1,354.1     1,320.4
Due After Five Years Through Ten Years.......     1,697.3     1,600.7       445.0       437.2     2,142.3     2,037.9
Due After Ten Years..........................       341.2       324.7       326.7       314.4       667.9       639.1
Mortgage-Backed/Structured Finance
 Securities..................................       608.5       583.9     1,065.1     1,031.5     1,673.6     1,615.4
                                               ----------  ----------  ----------  ----------  ----------  ----------
  Total......................................  $  3,638.6  $  3,470.6  $  2,310.4  $  2,253.0  $  5,949.0  $  5,723.6
                                               ----------  ----------  ----------  ----------  ----------  ----------
                                               ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>
    
 
   
    The fair  values for  the marketable  bonds are  determined based  upon  the
quoted  market prices for bonds actively  traded. The fair values for marketable
bonds without an active market  are obtained through several commercial  pricing
services  which  provide the  estimated fair  values.  Fair values  of privately
placed bonds  which  are not  considered  problems are  determined  utilizing  a
commercially  available pricing model. The model  considers the current level of
risk-free interest rates, current corporate  spreads, the credit quality of  the
issuer  and cash flow characteristics of the security. Utilizing these data, the
model generates estimated market values  which the Company considers  reflective
of  the fair  value of  each privately  placed bond.  Fair values  for privately
placed bonds which are considered  problems are determined though  consideration
of  factors such  as the  net worth  of borrower,  the value  of collateral, the
capital structure of the borrower, the presence of guarantees and the  Company's
evaluation of the borrower's ability to compete in the relevant market.
    
 
   
    At  December 31,  1995, the  largest industry  concentration of  the private
placement portfolio was consumer products/services, where 18.9% of the portfolio
was invested,  and the  largest industry  concentration of  the marketable  bond
portfolio  was structured finance/mortgage-backed securities, where 31.9% of the
portfolio  was  invested.   At  December  31,   1995,  the  largest   geographic
concentration  of commercial  mortgage loans  was in  the midwest  region of the
United States,  where  approximately  32.5%  of  the  commercial  mortgage  loan
portfolio was invested.
    
 
                                       82
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    At  December  31, 1995  and 1994,  gross  unrealized appreciation  of equity
securities was $3.0 million and $7.5 million, respectively, and gross unrealized
depreciation was $1.9 million and $9.7 million, respectively.
    
 
   
    Invested assets which were nonincome  producing (no income received for  the
12 months preceding the balance sheet date) were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31
                                                                                       --------------------
                                                                                         1995       1994
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Fixed Maturity Securities............................................................  $      .7  $     7.8
Mortgage Loans on Real Estate........................................................        2.8        2.5
Real Estate and Leases...............................................................       17.6       29.9
                                                                                       ---------  ---------
  Total..............................................................................  $    21.1  $    40.2
                                                                                       ---------  ---------
                                                                                       ---------  ---------
</TABLE>
    
 
   
    Allowances  for  losses on  investments  are reflected  on  the Consolidated
Balance Sheets as a reduction of the related assets and were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31
                                                                                       --------------------
                                                                                         1995       1994
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Mortgage Loans.......................................................................  $    12.4  $     4.1
Foreclosed Real Estate...............................................................       10.6       11.9
Investment Real Estate...............................................................        1.0         .2
Other Invested Assets................................................................        2.3        2.5
</TABLE>
    
 
   
    At December  31,  1995, the  total  investment in  impaired  mortgage  loans
(before  allowances  for credit  losses) and  the  related allowance  for credit
losses on these  impaired mortgage loans  was $25.4 million  and $12.4  million,
respectively.  Increases to the  allowance for credit  losses account charged to
income and the amount  of decreases to the  allowance account were $6.3  million
and  $9.5 million,  respectively, during the  year ended December  31, 1995. The
average investment  in impaired  mortgage loans  (before allowances  for  credit
losses)  and the  amount of the  related interest income  recognized on impaired
mortgage loans during 1995,  were approximately $2.0  million and $1.7  million,
respectively.  The Company does not accrue  interest income on impaired mortgage
loans when the likelihood of collection is doubtful. Cash receipts for  interest
payments are recognized as income in the period received.
    
 
   
    Noncash investing activities consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER
                                                                                                31
                                                                                       --------------------
                                                                                         1995       1994
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Real Estate Assets Acquired Through Foreclosure......................................  $    28.0  $    24.9
Mortgage Loans Acquired in Sales of Real Estate Assets...............................       15.3       27.9
</TABLE>
    
 
   
    During  1994, the Company transferred four fixed maturity securities with an
amortized cost of  $31.0 million  and a  fair value  of $27.1  million from  the
held-to-maturity  portfolio  to the  available-for-sale  portfolio. Each  of the
securities transferred  were private  placement securities  which experienced  a
significant  deterioration in  the issuers' creditworthiness  during the period.
None of the securities transferred were sold during the year.
    
 
                                       83
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    Effective December 31, 1995, the Company adopted the implementation guidance
contained in  the  Financial  Accounting  Series Special  Report,  "A  Guide  to
Implementation  of Statement 115  on Accounting for  Certain Investments in Debt
and Equity  Securities." Concurrent  with the  adoption of  this  implementation
guidance,  the Company  reclassified all  of its  held-to-maturity securities to
available-for-sale based  upon  a reassessment  of  the appropriateness  of  the
classifications  of all securities held at that time. The amortized cost and net
unrealized appreciation of  the securities reclassified  were $2.42 billion  and
$108.1  million,  respectively, at  December 31,  1995.  In accordance  with the
special report, financial statements  prior to December 31,  1995 have not  been
restated  to  reflect  the  effects  of  initially  adopting  the implementation
guidance.
    
 
   
NOTE 5. INCOME TAXES
    
   
    The income tax liability  (asset) as reflected  on the Consolidated  Balance
Sheets consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                         DECEMBER 31
                                                                                     --------------------
                                                                                       1995       1994
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Current Income Taxes...............................................................  $     6.4  $     5.4
Deferred Income Taxes..............................................................      162.8       (5.6)
                                                                                     ---------  ---------
  Total............................................................................  $   169.2  $     (.2)
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The  provision for income taxes reflected  on the Consolidated Statements of
Income consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER
                                                                                                31
                                                                                       --------------------
                                                                                         1995       1994
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Currently Payable....................................................................  $    82.9  $    47.3
Deferred.............................................................................       11.5       10.6
                                                                                       ---------  ---------
  Total..............................................................................  $    94.4  $    57.9
                                                                                       ---------  ---------
                                                                                       ---------  ---------
</TABLE>
    
 
   
    The Internal Revenue Service has completed  its review of the Company's  tax
return for all years through 1991.
    
 
                                       84
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 5. INCOME TAXES (CONTINUED)
    
   
    Deferred  income taxes reflect the  impact for financial statement reporting
purposes of  "temporary differences"  between the  financial statement  carrying
amounts  and tax  bases of assets  and liabilities.  The "temporary differences"
that give rise to  a significant portion of  the deferred tax liability  (asset)
relate to the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31
                                                                                  --------------------
                                                                                    1995       1994
                                                                                  ---------  ---------
                                                                                     (IN MILLIONS)
<S>                                                                               <C>        <C>
Future Policy and Contract Benefits.............................................  $  (269.7) $  (221.2)
Investment Write-Offs and Allowances............................................      (35.0)     (17.7)
Pension and Postretirement Benefit Plans........................................       (8.3)      (6.3)
Employee Benefits...............................................................       (9.3)      (5.2)
Deferred Futures Gains..........................................................       (1.8)      (5.1)
Net Unrealized Investment Losses................................................         --      (42.7)
Other ..........................................................................      (42.0)     (35.8)
                                                                                  ---------  ---------
Gross Deferred Tax Asset........................................................     (366.1)    (334.0)
                                                                                  ---------  ---------
Deferred Policy Acquisition Costs...............................................      267.9      260.4
Present Value of Future Profits.................................................       99.0         --
Net Unrealized Investment Gains.................................................       90.2         --
Property and Equipment..........................................................       27.1       26.3
Real Estate Joint Ventures......................................................       12.2       14.3
Accrual of Market Discount......................................................        8.4        3.2
Policyholder Dividends..........................................................        4.4        3.0
Other...........................................................................       19.7       21.2
                                                                                  ---------  ---------
Gross Deferred Tax Liability....................................................      528.9      328.4
                                                                                  ---------  ---------
  Net Deferred Tax Liability (Asset)............................................  $   162.8  $    (5.6)
                                                                                  ---------  ---------
                                                                                  ---------  ---------
</TABLE>
    
 
   
    Federal  income tax regulations allowed  certain special deductions for 1983
and prior years which are accumulated in a memorandum tax account designated  as
"policyholders'  surplus." Generally,  this policyholders'  surplus account will
become subject to tax at the then current rates only if the accumulated  balance
exceeds  certain maximum limitations or if certain cash distributions are deemed
to be paid out of the account.  At December 31, 1995, Northwestern and its  life
insurance  subsidiaries have  accumulated approximately  $51.0 million  in their
separate policyholders' surplus accounts. Deferred taxes have not been  provided
on this temporary difference.
    
 
   
    There  have been  no deferred  taxes recorded  for the  unremitted equity in
subsidiaries as the earnings are considered  to be permanently invested or  will
be remitted only when tax effective to do so.
    
 
   
    The difference between the U.S. federal income tax rate and the consolidated
tax provision rate is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER 31
                                                                                     ------------------------
                                                                                        1995         1994
                                                                                     -----------  -----------
<S>                                                                                  <C>          <C>
Statutory Tax Rate.................................................................       35.0%        35.0%
Other..............................................................................         .2          (.2)
                                                                                         ---          ---
  Provision for Income Taxes.......................................................       35.2%        34.8%
                                                                                         ---          ---
                                                                                         ---          ---
</TABLE>
    
 
                                       85
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 5. INCOME TAXES (CONTINUED)
    
 
   
    Cash  paid to ReliaStar for federal income taxes was $90.3 million and $29.8
million for the years ended December 31, 1995 and 1994, respectively.
    
 
   
NOTE 6. NOTES AND MORTGAGES PAYABLE
    
   
    A summary of notes and mortgages payable is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1995       1994
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Unaffiliated:
  Commercial Paper................................................................  $   135.6  $    65.6
  Other Indebtedness -- Current Portion...........................................         .1         .1
                                                                                    ---------  ---------
    Short-Term Debt...............................................................      135.7       65.7
                                                                                    ---------  ---------
  Other Indebtedness -- Noncurrent Portion........................................        8.9        9.1
                                                                                    ---------  ---------
    Total Unaffiliated............................................................  $   144.6  $    74.8
                                                                                    ---------  ---------
                                                                                    ---------  ---------
    Note Payable to Parent........................................................  $   100.0  $   100.0
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
   
    At December  31, 1995  and 1994,  other indebtedness  is primarily  mortgage
notes  assumed in connection with certain  real estate investments with interest
rates ranging from 6.2% to 11.5%.
    
 
   
    The weighted average interest  rate on the  commercial paper outstanding  at
December  31, 1995 and  1994 was 6.06% and  6.10%, respectively, with maturities
ranging from 5 to 44 days at December 31, 1995.
    
 
   
    Principal payments required on notes  and mortgages payable to  unaffiliated
companies in each of the next five years and thereafter are as follows:
    
 
   
<TABLE>
<CAPTION>
                     (IN MILLIONS)
- -------------------------------------------------------
<S>                <C>
1996 - $135.7                               1999 - $ .2
1997 - $   .1                               2000 - $ .2
1998 - $   .2                2001 and thereafter - $8.2
</TABLE>
    
 
   
    ReliaStar  has loaned $100.0  million to Northwestern  under a surplus note.
The  original  note,  dated  April  1,  1989,  was  issued  in  connection  with
Northwestern's  demutualization  and was  used to  offset the  surplus reduction
related  to  the  cash   distribution  to  the   mutual  policyholders  in   the
demutualization.  This original  note was replaced  by a  successor surplus note
(the 1994 Note) dated November 1, 1994.  The 1994 Note provides, subject to  the
regulatory constraints discussed below, that (i) it is a surplus note which will
mature on September 15, 2003 with principal due at maturity, but payable without
penalty, in whole or in part before maturity; (ii) interest is at 6 5/8% payable
semi-annually;  and (iii) in  the event that  Northwestern is in  default in the
payment of  any required  interest or  principal, Northwestern  cannot pay  cash
dividends  on its capital stock  (all of which is  owned directly by ReliaStar).
The 1994 Note  further provides  that there  may be  no payment  of interest  or
principal without the express approval of the Minnesota Department of Commerce.
    
 
   
    Interest paid on debt was $14.2 million and $16.0 million for 1995 and 1994,
respectively.
    
 
                                       86
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS
    
 
   
    PENSION PLANS
    
 
   
    The  Company has  noncontributory defined benefit  retirement plans covering
substantially all employees. The plans, which may be terminated as to accrual of
additional benefits at any time by  the Board of Directors, provide benefits  to
employees upon retirement.
    
 
   
    The  benefits  under  the  plans  are based  on  years  of  service  and the
employee's compensation during the last five years of employment. The  Company's
policy  is  to fund  the  minimum required  contribution  necessary to  meet the
present and  future obligations  of  the plans.  Contributions are  intended  to
provide  not only for benefits attributed to  service to date but also for those
expected to be  earned in  the future. Contributions  are made  to a  tax-exempt
trust.  Plan assets consist principally of  investments in stock and bond mutual
funds, common stock  and corporate bonds.  Included in plan  assets are  616,491
shares of ReliaStar common stock with a fair value of $27.4 million.
    
 
   
    The Company and ReliaStar also have unfunded noncontributory defined benefit
plans  providing for  benefits to  employees in  excess of  limits for qualified
retirement plans and for benefits to nonemployee members of the ReliaStar  Board
of Directors.
    
 
   
    Net periodic pension expense for ReliaStar and its subsidiaries included the
following components:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER
                                                                                               31
                                                                                      --------------------
                                                                                        1995       1994
                                                                                      ---------  ---------
                                                                                         (IN MILLIONS)
<S>                                                                                   <C>        <C>
Service Cost -- Benefits Earned During the Year.....................................  $     3.4  $     3.1
Interest Cost on Projected Benefit Obligation.......................................       11.9        5.2
Actual Return on Plan Assets........................................................      (33.7)       2.4
Net Amortization and Deferral.......................................................       19.1       (7.5)
                                                                                      ---------  ---------
  Net Periodic Pension Expense......................................................  $      .7  $     3.2
                                                                                      ---------  ---------
                                                                                      ---------  ---------
</TABLE>
    
 
   
    The following table sets forth for ReliaStar and its subsidiaries the funded
status of the plans as of December 31:
    
 
   
<TABLE>
<CAPTION>
                                                                                FUNDED PLANS         UNFUNDED PLANS
                                                                            --------------------  --------------------
                                                                              1995       1994       1995       1994
                                                                            ---------  ---------  ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                         <C>        <C>        <C>        <C>
Accumulated Benefit Obligation
  Vested..................................................................  $  (157.1) $   (48.5) $   (10.7) $    (3.5)
  Nonvested...............................................................       (5.1)      (3.2)      (1.2)       (.2)
Effect of Projected Future Compensation Increases.........................      (10.6)      (8.1)      (2.1)      (2.3)
                                                                            ---------  ---------  ---------  ---------
Projected Benefit Obligation..............................................     (172.8)     (59.8)     (14.0)      (6.0)
Plan Assets at Fair Value.................................................      169.9       53.3         --         --
                                                                            ---------  ---------  ---------  ---------
Plan Assets Less Than Projected Benefit Obligation........................       (2.9)      (6.5)     (14.0)      (6.0)
Unrecognized Net Loss.....................................................       24.2        8.4        6.2        1.8
Unrecognized Transition Obligation (Asset)................................        (.8)      (1.1)        .1         .1
Additional Minimum Liability..............................................         --         --       (4.2)       (.1)
                                                                            ---------  ---------  ---------  ---------
  Net Pension Asset (Liability)...........................................  $    20.5  $      .8  $   (11.9) $    (4.2)
                                                                            ---------  ---------  ---------  ---------
                                                                            ---------  ---------  ---------  ---------
</TABLE>
    
 
                                       87
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
    The  above amounts are  for ReliaStar and its  subsidiaries as the Company's
portion is not determinable.  The net periodic pension  expense relating to  and
billed to ReliaStar was insignificant.
    
 
   
    The  projected benefit obligation  was determined using  an assumed discount
rate of  7.25%  and 8.5%,  and  a  weighted-average assumed  long-term  rate  of
compensation   increase  of  4.5%  and  5.0%   at  January  1,  1996  and  1995,
respectively. The assumed long-term rate of return on plan assets was 9.5%.
    
 
   
    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
    
 
   
    The Company  provides certain  health care  and life  insurance benefits  to
retired  employees  (and their  eligible dependents).  Substantially all  of the
Company's employees  will  become  eligible  for those  benefits  if  they  meet
specified  age and service  requirements and reach  retirement age while working
for the Company, unless the plans are terminated or amended. The  postretirement
health  care plan is contributory, with retiree contributions adjusted annually;
the life insurance plan is noncontributory  and benefits are primarily based  on
the employee's final compensation levels.
    
 
   
    The Company's postretirement health care plans currently are not funded. The
accumulated   postretirement   benefit   obligation  (APBO)   and   the  accrued
postretirement benefit liability were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31
                                                                                        --------------------
                                                                                          1995       1994
                                                                                        ---------  ---------
                                                                                           (IN MILLIONS)
<S>                                                                                     <C>        <C>
Retirees..............................................................................  $    10.3  $     8.4
Fully Eligible Active Plan Participants...............................................        4.5        2.4
Other Active Plan Participants........................................................        4.9        2.6
                                                                                        ---------  ---------
  Unfunded APBO.......................................................................       19.7       13.4
Unrecognized Prior Service Cost.......................................................         .1         .3
Unrecognized Gain (Loss)..............................................................        (.3)       1.6
                                                                                        ---------  ---------
  Accrued Postretirement Benefit Liability............................................  $    19.5  $    15.3
                                                                                        ---------  ---------
                                                                                        ---------  ---------
</TABLE>
    
 
   
    Net  periodic  postretirement  benefit  costs  consisted  of  the  following
components:
    
 
   
<TABLE>
<CAPTION>
                                                                                                YEAR ENDED
                                                                                               DECEMBER 31
                                                                                           --------------------
                                                                                             1995       1994
                                                                                           ---------  ---------
                                                                                              (IN MILLIONS)
<S>                                                                                        <C>        <C>
Service Cost -- Benefits Earned..........................................................  $     1.2  $     1.1
Interest Cost on APBO....................................................................        1.3        1.0
Amortization of Prior Service Cost.......................................................        (.1)       (.1)
                                                                                                 ---        ---
  Net Periodic Postretirement Benefit Costs..............................................  $     2.4  $     2.0
                                                                                                 ---        ---
                                                                                                 ---        ---
</TABLE>
    
 
   
    The  assumed health care  cost trend rate  used in measuring  the APBO as of
January 1, 1996 was  10.0%, decreasing gradually  to 5.0% in  the year 2010  and
thereafter.  The assumed health care cost trend  rate used in measuring the APBO
as of January 1, 1995 was 10.0%,  decreasing gradually to 6.0% in the year  2009
and thereafter. The assumed discount rate used in determining the APBO was 7.25%
and 8.5% at January 1, 1996 and 1995, respectively. The assumed health care cost
trend  rate has  a significant  effect on the  amounts reported.  For example, a
one-percentage-point increase in  the assumed  health care cost  trend rate  for
each  year would increase  the APBO as  of December 31,  1995 approximately $2.4
million and  1995  net postretirement  health  care cost  by  approximately  $.4
million.
    
 
                                       88
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
    SUCCESS SHARING PLAN AND ESOP
    
 
   
    The  Success Sharing  Plan and ESOP  (Success Sharing Plan)  was designed to
increase  employee  ownership   and  reward  employees   when  certain   Company
performance  objectives  are  met.  Essentially all  employees  are  eligible to
participate in  the Success  Sharing Plan.  The Success  Sharing Plan  has  both
qualified  and nonqualified components.  The nonqualified component  is equal to
25% of  the  annual award  and  is paid  in  cash to  employees.  The  qualified
component  is  equal to  75%  of the  annual award,  with  25% contributed  to a
deferred investment  account  and the  remaining  50% contributed  to  the  ESOP
portion  of the Success Sharing  Plan. Costs charged to  expense for the Success
Sharing Plan were $8.6 million and $8.4 million in 1995 and 1994, respectively.
    
 
   
NOTE 8. RELATED PARTY TRANSACTIONS
    
   
    The Company and ReliaStar have entered into agreements whereby ReliaStar and
the  Company  provide  certain  management,  administrative,  legal,  and  other
services  to each other. The  net amounts billed resulted  in the Company making
payments of  $25.1 million  and $13.6  million to  ReliaStar in  1995 and  1994,
respectively.  During  1995  the  Company paid  dividends  of  $52.0  million to
ReliaStar consisting of $41.3 million paid  in cash and 10.7 million in  noncash
dividends.
    
 
   
NOTE 9. SHAREHOLDER'S EQUITY
    
 
   
    DIVIDEND RESTRICTIONS
    
 
   
    The ability of Northwestern to pay cash dividends to ReliaStar is restricted
by  law  or  subject to  approval  of  the insurance  regulatory  authorities of
Minnesota. These authorities recognize  only statutory accounting practices  for
the ability of an insurer to pay dividends to its shareholders.
    
 
   
    Under  Minnesota  insurance  law  regulating  the  payment  of  dividends by
Northwestern,  any  such   payment  must   be  an  amount   deemed  prudent   by
Northwestern's  Board  of  Directors  and,  unless  otherwise  approved  by  the
Commissioner of the Minnesota Department of Commerce (the Commissioner), must be
paid solely from the  adjusted earned surplus  of Northwestern. Adjusted  earned
surplus  means the  earned surplus  as determined  in accordance  with statutory
accounting practices (unassigned funds), less 25%  of the amount of such  earned
surplus  which is attributable to net unrealized capital gains. Further, without
approval of the Commissioner, Northwestern may not pay in any calendar year  any
dividend  which, when combined with other dividends paid within the preceding 12
months, exceeds the greater  of (i) 10% of  Northwestern's statutory surplus  at
the  prior  year-end or  (ii)  100% of  Northwestern's  statutory net  gain from
operations (not including realized capital  gains) for the prior calendar  year.
For  1996, the  amount of  dividends which can  be paid  by Northwestern without
commissioner approval is $117.7 million.
    
 
   
    STATUTORY SURPLUS AND NET INCOME
    
 
   
    Net income of Northwestern and its subsidiaries, as determined in accordance
with statutory accounting practices was $97.8 million and $57.6 million for 1995
and 1994, respectively. Northwestern's statutory surplus was $728.3 million  and
$565.2 million at December 31, 1995 and 1994, respectively.
    
 
   
NOTE 10. REINSURANCE
    
   
    The  Company is  a member  of reinsurance  associations established  for the
purpose of  ceding  the excess  of  life  insurance over  retention  limits.  In
addition,  Northwestern's Life and Health Reinsurance Division assumes and cedes
reinsurance  on  certain  life  and  health  risks  as  its  primary   business.
Reinsurance  contracts  do  not  relieve the  Company  from  its  obligations to
policyholders. Failure of reinsurers to honor their obligations could result  in
losses  to  the Company;  consequently, allowances  are established  for amounts
deemed  uncollectible.   The  amount   of   the  allowance   for   uncollectible
    
 
                                       89
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 10. REINSURANCE (CONTINUED)
    
   
reinsurance  receivables  was  immaterial  at  December  31,  1995.  The Company
evaluates the financial condition of its reinsurers and monitors  concentrations
of  credit risk  to minimize its  exposure to significant  losses from reinsurer
insolvencies. The Company's retention limit is $400,000 per life for  individual
coverage and, to the extent that Northwestern reinsures life policies written by
Northern and North Atlantic, the limit is increased up to $600,000 per life. For
group  coverage and reinsurance assumed, the retention is $500,000 per life with
per occurrence  limitations, subject  to certain  maximums. As  of December  31,
1995, $12.0 billion of life insurance in force was ceded to other companies. The
Company  has assumed $36.7 billion of life insurance in force as of December 31,
1995 (including  $32.0  billion of  reinsurance  assumed pertaining  to  Federal
Employees'  Group Life  Insurance and  Servicemans' Group  Life Insurance). Also
included in  these amounts  are $513.1  million of  reinsurance ceded  and  $4.7
billion  of reinsurance  assumed by  Northwestern's Life  and Health Reinsurance
Division.
    
 
   
    The effect of reinsurance on premiums and recoveries is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED
                                                                                         DECEMBER 31
                                                                                     --------------------
                                                                                       1995       1994
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Direct Premiums....................................................................  $   643.8  $   533.2
Reinsurance Assumed................................................................      297.6      261.8
Reinsurance Ceded..................................................................      (89.9)     (68.1)
                                                                                     ---------  ---------
Net Premiums ......................................................................  $   851.5  $   726.9
                                                                                     ---------  ---------
                                                                                     ---------  ---------
Reinsurance Recoveries.............................................................  $    80.4  $    59.0
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
NOTE 11. LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
         EXPENSE
    
   
    The change in the liability for unpaid accident and health claims and  claim
adjustment expenses is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                       1995       1994
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Balance at January 1...............................................................  $   322.9  $   244.6
Less Reinsurance Recoverables......................................................       59.5       32.8
                                                                                     ---------  ---------
    Net Balance at January 1.......................................................      263.4      211.8
Incurred Related to:
  Current Year.....................................................................      273.1      266.2
  Prior Year.......................................................................       (2.7)     (16.6)
                                                                                     ---------  ---------
    Total Incurred.................................................................      270.4      249.6
Paid Related to:
  Current Year.....................................................................      157.0      140.3
  Prior Year.......................................................................       89.0       66.7
                                                                                     ---------  ---------
    Total Paid.....................................................................      246.0      207.0
Net Balance at December 31.........................................................      287.8      254.4
Plus Reinsurance Recoverables......................................................       81.6       50.5
                                                                                     ---------  ---------
  Balance at December 31...........................................................  $   369.4  $   304.9
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
                                       90
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 11. LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
         EXPENSE (CONTINUED)
    
   
    The  liability for  unpaid accident and  health claims  and claim adjustment
expenses is included in Future Policy and Contract Benefits on the  Consolidated
Balance Sheets.
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES
    
 
   
    LITIGATION
    
 
   
    The Company is a defendant in a number of lawsuits arising out of the normal
course  of  the business  of  the Company.  In  the opinion  of  Management, the
ultimate resolution of such litigation will  not result in any material  adverse
impact to operations or financial condition of the Company.
    
 
   
    JOINT GROUP LIFE AND ANNUITY CONTRACTS
    
 
   
    Northwestern  has issued certain participating  group annuity and group life
insurance contracts  jointly with  another insurance  company. Northwestern  has
entered  into  an  arrangement  with  this  insurer  whereby  Northwestern  will
gradually transfer these liabilities  (approximately $328.4 million at  December
31,  1995) to the other insurer over a  ten year period which commenced in 1993.
The terms of the  arrangement specify the interest  rate on the liabilities  and
provide  for  a  transfer  of  assets  and  liabilities  scheduled  in  a manner
consistent with the expected cash flows  of the assets allocated to support  the
liabilities.  A contingent liability exists with  respect to the joint obligor's
portion of the  contractual liabilities attributable  to contributions  received
prior  to July  1, 1993 in  the event  the joint obligor  is unable  to meet its
obligations.
    
 
   
    RESERVE INDEMNIFICATION
    
 
   
    In March 1992, the  Company sold Chartwell  Re Corporation (Chartwell),  its
property  and  casualty reinsurance  subsidiary. The  Company and  the acquiring
company  entered  into  a  separate  agreement  which  provides  for  reciprocal
indemnity  (but with different ultimate exposure amounts) between the parties to
the agreement  with respect  to the  adequacy of  the loss  and loss  adjustment
expense  reserves of Chartwell for  all accident years which  ended on or before
December 31, 1991. The indemnity is  measured for the period ending on  December
31,  1996. Under the terms  of the agreement, the  maximum amount payable by the
Company would be $23.0 million and the maximum amount payable by the acquirer to
the Company would be $5.0 million.
    
 
   
    Based upon analyses completed during the fourth quarter of 1995, the Company
has accrued a cumulative total of $8.0 million of the maximum potential  payment
under  the indemnification  agreement. The  ultimate amount  to be  paid will be
affected by subsequent favorable or adverse claims development.
    
 
   
    The amounts accrued  under the  indemnification agreement  are presented  as
discontinued operations in the Consolidated Statements of Income.
    
 
   
    FINANCIAL INSTRUMENTS
    
 
   
    The  Company is a party to financial instruments with off-balance-sheet risk
in the  normal course  of business  to reduce  its exposure  to fluctuations  in
interest  rates.  These  financial  instruments  include  commitments  to extend
credit, financial guarantees, futures contracts  and interest rate swaps.  Those
instruments  involve, to varying  degrees, elements of  credit, interest rate or
liquidity risk in excess  of the amount recognized  in the Consolidated  Balance
Sheets.
    
 
   
    The  Company's exposure to credit loss in the event of nonperformance by the
other party to  the financial instrument  for commitments to  extend credit  and
financial  guarantees written is represented by  the contractual amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional  obligations  as  it  does  for  on-balance-sheet  instruments.  For
    
 
                                       91
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
   
futures  contracts and interest rate swap transactions, the contract or notional
amounts do  not represent  exposure to  credit loss.  For swaps,  the  Company's
exposure  to credit  loss is  limited to  those swaps  where the  Company has an
unrealized gain. For futures  contracts, the Company has  no exposure to  credit
risk, as the contracts are marked to market daily.
    
 
   
    Unless  otherwise noted,  the Company does  not require  collateral or other
security to support financial instruments with credit risk.
    
 
   
<TABLE>
<CAPTION>
                                                                                           CONTRACT OR NOTIONAL
                                                                                                  AMOUNT
                                                                                               DECEMBER 31
                                                                                          ----------------------
                                                                                             1995        1994
                                                                                          ----------  ----------
                                                                                              (IN MILLIONS)
<S>                                                                                       <C>         <C>
Financial Instruments Whose Contract Amounts Represent Credit Risk
  Commitments to Extend Credit..........................................................  $     82.6  $     36.4
  Financial Guarantees..................................................................        41.8        47.5
Financial Instruments Whose Notional or Contract Amounts Exceed the Amount of Credit
 Risk
  Futures Contracts.....................................................................        80.4        84.4
  Interest Rate Swap Agreements.........................................................     1,222.5     1,320.0
</TABLE>
    
 
   
    COMMITMENTS TO EXTEND  CREDIT --  Commitments to extend  credit are  legally
binding  agreements  to lend  to a  customer.  Commitments generally  have fixed
expiration dates or other termination clauses and may require payment of a  fee.
They generally may be terminated by the Company in the event of deterioration in
the  financial  condition of  the borrower.  Since some  of the  commitments are
expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future liquidity requirements. The Company evaluates  each
customer's creditworthiness on a case-by-case basis.
    
 
   
    FINANCIAL  GUARANTEES  -- Financial  guarantees are  conditional commitments
issued by the Company  guaranteeing the performance of  the borrower to a  third
party.  Those  guarantees are  primarily issued  to  support public  and private
commercial  mortgage  borrowing  arrangements.  The  credit  risk  involved   is
essentially the same as that involved in issuing commercial mortgage loans.
    
 
   
    Northwestern  is a partner in eight real  estate joint ventures where it has
guaranteed the repayment of loans of  the partnership. As of December 31,  1995,
Northwestern  had  guaranteed  repayment  of  $41.8  million  ($47.5  million at
December 31, 1994) of such loans including the portion allocable to the PFA.  If
any  payments were made under these guarantees, Northwestern would be allowed to
make a claim for repayment  from the joint venture,  foreclose on the assets  of
the  joint  venture  including  its  real  estate  investment  and,  in  certain
instances, make a claim against the joint venture's general partner.
    
 
   
    For  certain   of  these   partnerships,  Northwestern   has  made   capital
contributions from time to time to provide the partnerships with sufficient cash
to  meet its obligations, including  operating expenses, tenant improvements and
debt service. Capital  contributions during  1995 and  1994 were  insignificant.
Further  capital contributions are  likely to be required  in future periods for
certain of the joint  ventures with the guarantees.  The Company cannot  predict
the amount of such future contributions.
    
 
   
    FUTURES CONTRACTS -- Futures contracts are contracts for delayed delivery of
securities  or  money market  instruments  in which  the  seller agrees  to make
delivery at a specified future date of a specified
    
 
                                       92
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
   
instrument, at a specified price or  yield. These contracts are entered into  to
manage  interest  rate  risk  as  part  of  the  Company's  asset  and liability
management. Risks arise  from the  movements in securities  values and  interest
rates.
    
 
   
    INTEREST  RATE SWAP AGREEMENTS -- The Company also enters into interest rate
swap agreements to  manage interest rate  exposure. The primary  reason for  the
interest  rate  swap agreements  is to  extend the  duration of  adjustable rate
investments. Interest rate swap transactions  generally involve the exchange  of
fixed and floating rate interest payment obligations without the exchange of the
underlying  principal amounts.  Changes in  market interest  rates impact income
from adjustable  rate  investments  and  have  an  opposite  (and  approximately
offsetting)  effect on  the reported income  from the swap  portfolio. The risks
under interest rate swap  agreements are generally similar  to those of  futures
contracts.  Notional principal amounts  are often used to  express the volume of
these transactions but  do not  represent the much  smaller amounts  potentially
subject to credit risk.
    
 
   
    LEASES
    
 
   
    The  Company  has operating  leases for  office  space and  certain computer
processing and other equipment. Rental expense for these items was $13.6 million
and $11.0 million for 1995 and 1994, respectively.
    
 
   
    Future minimum  aggregate  rental  commitments  at  December  31,  1995  for
operating leases were as follows:
    
 
   
<TABLE>
<CAPTION>
                     (IN MILLIONS)
- -------------------------------------------------------
<S>                <C>
1996 - $7.6                                 1999 - $4.6
1997 - $6.8                                 2000 - $5.4
1998 - $5.7                  2001 and thereafter - $4.4
</TABLE>
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS
    
   
    The  following disclosures are  made in accordance  with the requirements of
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS  No.
107  requires disclosure of fair  value information about financial instruments,
whether or not recognized in the balance  sheet, for which it is practicable  to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those  techniques are significantly affected  by the assumptions used, including
the discount  rate and  estimates of  future  cash flows.  In that  regard,  the
derived  fair value estimates, in many cases, could not be realized in immediate
settlement of the instrument.
    
 
   
    SFAS No. 107  excludes certain  financial instruments  and all  nonfinancial
instruments  from its  disclosure requirements. Accordingly,  the aggregate fair
value amounts presented do not represent the underlying value of the Company.
    
 
   
    The fair value estimates presented herein are based on pertinent information
available to Management as of December 31, 1995 and 1994. Although Management is
not aware of  any factors  that would  significantly affect  the estimated  fair
value  amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since  that date; therefore, current estimates  of
fair value may differ significantly from the amounts presented herein.
    
 
   
    The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
    
 
   
    FIXED  MATURITY SECURITIES -- The estimated  fair value disclosures for debt
securities satisfy the fair value disclosure  requirements of SFAS No. 107  (See
Note 4).
    
 
                                       93
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
    EQUITY  SECURITIES -- Fair  value equals carrying  value as these securities
are carried at quoted market value.
    
 
   
    MORTGAGE LOANS ON REAL ESTATE -- The fair values for mortgage loans on  real
estate  are estimated using discounted cash  flow analyses, using interest rates
currently being offered in the marketplace  for similar loans to borrowers  with
similar  credit ratings. Loans  with similar characteristics  are aggregated for
purposes of the calculations.
    
 
   
    CASH, SHORT-TERM INVESTMENTS AND  POLICY LOANS --  The carrying amounts  for
these assets approximate the assets' fair values.
    
 
   
    OTHER  FINANCIAL INSTRUMENTS REPORTED AS ASSETS  -- The carrying amounts for
these financial instruments  (primarily premiums and  other accounts  receivable
and accrued investment income) approximate those assets' fair values.
    
 
   
    INVESTMENT CONTRACT LIABILITIES -- The fair value for deferred annuities was
estimated  to be  the amount payable  on demand  at the reporting  date as those
investment contracts  have no  defined maturity  and are  similar to  a  deposit
liability.  The  amount payable  at  the reporting  date  was calculated  as the
account balance less applicable surrender charges.
    
 
   
    The fair value for GICs was  estimated using discounted cash flow  analyses.
The discount rate used was based upon current industry offering rates on GICs of
similar durations.
    
 
   
    The  fair values for supplementary  contracts without life contingencies and
immediate annuities  were estimated  using discounted  cash flow  analyses.  The
discount rate was based upon treasury rates plus a pricing margin.
    
 
   
    The  carrying amounts reported for other investment contracts which includes
participating pension contracts and retirement plan deposits, approximate  those
liabilities' fair value.
    
 
   
    CLAIM  AND OTHER DEPOSIT FUNDS  -- The carrying amounts  for claim and other
deposit funds approximate the liabilities' fair value.
    
 
   
    NOTES AND  MORTGAGES PAYABLE  -- The  fair  value for  the note  payable  to
ReliaStar  was  based upon  the  quoted market  price  of the  related ReliaStar
publicly traded debt. For other debt obligations, discounted cash flow  analyses
were  used. The  discount rate  was based  upon the  Company's estimated current
incremental borrowing rates.
    
 
   
    OTHER FINANCIAL INSTRUMENTS REPORTED AS LIABILITIES -- The carrying  amounts
for  other  financial instruments  (primarily  normal payables  of  a short-term
nature) approximate those liabilities' fair values.
    
 
   
    FINANCIAL GUARANTEES  --  The  fair values  for  financial  guarantees  were
estimated using discounted cash flow analyses based upon the expected future net
amounts to be expended. The estimated net amounts to be expended were determined
based on projected cash flows and a valuation of the underlying collateral.
    
 
   
    INTEREST  RATE SWAPS -- The fair value for interest rate swaps was estimated
using discounted cash  flow analyses.  The discount  rate was  based upon  rates
currently  being offered for similar interest  rate swaps available from similar
counterparties.
    
 
                                       94
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
    The carrying amounts and  estimated fair values  of the Company's  financial
instruments were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                    DECEMBER 31
                                                                 --------------------------------------------------
                                                                           1995                      1994
                                                                 ------------------------  ------------------------
                                                                  CARRYING       FAIR       CARRYING       FAIR
                                                                   AMOUNT        VALUE       AMOUNT        VALUE
                                                                 -----------  -----------  -----------  -----------
                                                                                   (IN MILLIONS)
<S>                                                              <C>          <C>          <C>          <C>
Financial Instruments Recorded as Assets
  Fixed Maturity Securities
    Available-for-Sale.........................................  $   9,053.7  $   9,053.7  $   3,470.6  $   3,470.6
    Held-to-Maturity...........................................           --           --      2,310.4      2,253.0
  Equity Securities............................................         35.9         35.9         43.7         43.7
  Mortgage Loans on Real Estate
    Commercial.................................................      1,465.0      1,525.8      1,120.1      1,068.8
    Residential and Other......................................        483.4        496.1        450.2        443.1
  Policy Loans.................................................        499.8        499.8        306.8        306.8
  Cash and Short-Term Investments..............................        165.4        165.4         79.7         79.7
  Other Financial Instruments Recorded as Assets...............        503.3        503.3        349.7        349.7
Financial Instruments Recorded as Liabilities
  Investment Contracts
    Deferred Annuities.........................................     (6,704.9)    (6,285.6)    (4,690.0)    (4,369.3)
    GICs.......................................................       (115.0)      (148.6)      (239.9)      (261.5)
    Supplementary Contracts and Immediate Annuities............        (99.8)       (99.7)       (99.1)       (93.9)
    Other Investment Contracts.................................       (529.2)      (529.2)      (539.4)      (539.4)
  Claim and Other Deposit Funds................................       (114.9)      (114.9)      (101.2)      (101.2)
  Notes and Mortgages Payable..................................       (243.6)      (244.4)      (173.7)      (159.4)
  Other Financial Instruments Recorded as Liabilities..........       (224.8)      (224.8)      (167.8)      (167.8)
Off-Balance Sheet Financial Instruments
  Financial Guarantees.........................................           --         (4.6)          --         (5.2)
  Interest Rate Swaps..........................................           --         42.7           --        (46.5)
</TABLE>
    
 
   
    Fair value estimates are made at a specific point in time, based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for  sale  at  one  time  the  Company's  holdings  of  a  particular  financial
instrument.  Because no market exists for a significant portion of the Company's
financial instruments, fair  value estimates  are based  on judgments  regarding
future   expected   loss   experience,   current   economic   conditions,   risk
characteristics of  various  financial  instruments  and  other  factors.  These
estimates  are subjective  in nature  and involve  uncertainties and  matters of
significant judgment  and,  therefore,  cannot  be  determined  with  precision.
Changes in assumptions could significantly affect the estimates.
    
 
   
    Fair  value  estimates  are  based  on  existing  on  and  off-balance sheet
financial instruments without  attempting to estimate  the value of  anticipated
future  business and the value of assets and liabilities that are not considered
financial instruments.  In  addition,  the  tax  ramifications  related  to  the
realization  of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.
    
 
                                       95
<PAGE>
                                   APPENDIX A
                               THE FIXED ACCOUNT
 
    The  Fixed Account  consists of all  of our  assets other than  those in our
separate accounts. We have complete ownership  and control of all of the  assets
of the Fixed Account.
 
    Because of exemptions and exclusions contained in the Securities Act of 1933
and  the  Investment  Company  Act  of 1940,  the  Fixed  Account  has  not been
registered under these acts. Neither the Fixed Account nor any interest in it is
subject to the provisions of these acts and as a result the SEC has not reviewed
the disclosures  in this  Prospectus  relating to  the Fixed  Account.  However,
disclosures  relating to the  Fixed Account are  subject to generally applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in prospectuses.
 
    We  guarantee both principal  and interest on amounts  credited to the Fixed
Account. We  credit  interest  at an  effective  annual  rate of  at  least  4%,
independent  of the  investment experience  of the  Fixed Account.  From time to
time, we may guarantee interest at a rate higher than 4%.
 
    ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF
4% PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME THE RISK  THAT
INTEREST  CREDITED TO THE FIXED ACCOUNT MAY  NOT EXCEED THE MINIMUM GUARANTEE OF
4% FOR A GIVEN YEAR.
 
    We do not use  a specific formula for  determining excess interest  credits.
However, we consider the following:
 
    - General economic trends,
 
    - Rates of return currently available on our investments,
 
    - Rates  of  return  anticipated  in  our  investments,  regulatory  and tax
      factors, and
 
    - Competitive factors.
 
    We are  not aware  of any  statutory limitations  to the  maximum amount  of
interest we may credit and our Board of Directors has not set any limitations.
 
    The  Fixed Accumulation Value of  the Policy is the  sum of the Net Premiums
credited to the  Fixed Account. It  is increased by  transfers and Loan  Amounts
from  the Variable  Account, and  interest credits.  It is  decreased by Monthly
Deductions and partial withdrawals taken from the Fixed Account and transfers to
the Variable Account. The Fixed Accumulation  Value will be calculated at  least
monthly on the monthly anniversary date.
 
    You  may  transfer all  or  part of  your  Fixed Accumulation  Value  to the
Sub-Accounts  of  the  Variable  Account,  subject  to  the  following  transfer
limitations:
 
    - The request to transfer must be postmarked no more than 30 days before the
      Policy Anniversary and no later than 30 days after the Policy Anniversary.
      Only one transfer is allowed during this period.
 
    - The  Fixed Accumulation Value after the transfer must be at least equal to
      the Loan Amount.
 
    - No more than 50% of the  Fixed Accumulation Value (minus any Loan  Amount)
      may  be transferred unless the balance,  after the transfer, would be less
      than $1,000. If  the balance  would be less  than $1,000,  the full  Fixed
      Accumulation Value (minus any Loan Amount) may be transferred.
 
    - You must transfer at least:
 
        --  $500, or
 
        --   the total Fixed Accumulation Value  (minus any Loan Amount) if less
            than $500.
 
    We make  the  Monthly  Deduction  from  your  Fixed  Accumulation  Value  in
proportion to the total Accumulation Value of the Policy.
 
    The  Surrender  Charge  described in  the  Prospectus applies  to  the total
Accumulation Value, which includes  the Fixed Accumulation  Value. If the  Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will  be reduced by any applicable Surrender  Charge, any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.
 
                                      A-1
<PAGE>
                                   APPENDIX B
                       CALCULATION OF ACCUMULATION VALUE
 
    The  Accumulation Value of  the Policy is  equal to the  sum of the Variable
Accumulation Value plus the Fixed Accumulation Value.
 
VARIABLE ACCUMULATION VALUE
    The Variable  Accumulation  Value  is  the total  of  your  values  in  each
Sub-Account. The value for each Sub-Account is equal to:
 
1 multiplied by 2, where:
 
1
Is your current number of Accumulation Units (described below).
 
2
Is the current Unit Value (described below).
 
    The  Variable Accumulation Value will vary  from Valuation Date to Valuation
Date (described below) reflecting changes in 1 and 2 above.
 
    ACCUMULATION UNITS. When  transactions are  made which  affect the  Variable
Accumulation  Value,  dollar amounts  are converted  to Accumulation  Units. The
number of Accumulation Units for a  transaction is found by dividing the  dollar
amount of the transaction by the current Unit Value.
 
    The number of Accumulation Units for a Sub-Account increases when:
 
    - Net Premiums are credited to that Sub-Account; or
 
    - Transfers  from the  Fixed Account or  other Sub-Accounts  are credited to
      that Sub-Account.
 
    The number of Accumulation Units for a Sub-Account decreases when:
 
    - You take out a Policy loan from that Sub-Account;
 
    - You take a partial withdrawal from that Sub-Account;
 
    - We take a portion of the Monthly Deduction from that Sub-Account; or
 
    - Transfers are made  from that Sub-Account  to the Fixed  Account or  other
      Sub-Accounts.
 
    UNIT  VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal
to the previous Unit Value times the Net Investment Factor for that  Sub-Account
(described  below) for  the Valuation  Period (described  below) ending  on that
Valuation Date. The  Unit Value was  initially set at  $10 when the  Sub-Account
first purchased Fund shares.
 
    NET  INVESTMENT FACTOR. The Net Investment  Factor is a number that reflects
charges to the Policy and the  investment performance during a Valuation  Period
of  the Fund in which a Sub-Account is invested. If the Net Investment Factor is
greater than one, the Unit Value is  increased. If the Net Investment Factor  is
less than one, the Unit Value is decreased. The Net Investment Factor for a Sub-
Account is determined by dividing 1 by 2.
 
(1 DIVIDED BY 2), where:
 
1
Is the result of:
 
    - The  net asset value per share of the Fund shares in which the Sub-Account
      invests, determined at the end of the current Valuation Period;
 
    - Plus the per share  amount of any dividend  or capital gain  distributions
      made  on  the Fund  shares  in which  the  Sub-Account invests  during the
      current Valuation Period;
 
    - Plus or minus a per share charge or credit for any taxes reserved which we
      determine has resulted from the  investment operations of the  Sub-Account
      and to be applicable to the Policy.
 
2
Is the result of:
 
    - The  net asset value per share of the Fund shares held in the Sub-Account,
      determined at the end of the last prior Valuation Period;
 
                                      B-1
<PAGE>
    - Plus or minus  a per share  charge or  credit for any  taxes reserved  for
      during  the last prior  Valuation Period which  we determine resulted from
      the investment operations  of the  Sub-Account and was  applicable to  the
      Policy.
 
    VALUATION  DATE; VALUATION PERIOD. A Valuation Date is each day the New York
Stock Exchange is open for trading or any other day on which there is sufficient
trading in a Fund's portfolio securities to materially affect the Unit Value  in
the corresponding Sub-Account of the Variable Account. A Valuation Period is the
period  between  two  successive Valuation  Dates,  commencing at  the  close of
business of a Valuation  Date and ending  at the close of  business on the  next
Valuation Date.
 
FIXED ACCUMULATION VALUE
    The Fixed Accumulation Value on the Policy Date is your Net Premium credited
to  the Fixed Account on that date minus the Monthly Deduction applicable to the
Fixed Accumulation Value for the first Policy Month.
 
    After the Policy Date, the Fixed Accumulation Value is calculated as:
 
1 + 2 + 3 + 4 - 5 - 6, where:
 
1
Is the  Fixed Accumulation  Value  on the  preceding Monthly  Anniversary,  plus
interest from the Monthly Anniversary to the date of the calculation.
 
2
Is  the  total of  your Net  Premiums credited  to the  Fixed Account  since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation.
 
3
Is the total of your  transfers from the Variable  Account to the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
4
Is  the total of your  Loan Amounts transferred from  the Variable Account since
the preceding Monthly Anniversary.
 
5
Is the total of your  transfers to the Variable  Account from the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
6
Is  the  total of  your partial  withdrawals  from the  Fixed Account  since the
preceding Monthly Anniversary, plus interest from the date of withdrawal to  the
date of the calculation.
 
    If  the date of the calculation is a Monthly Anniversary, we also reduce the
Fixed Accumulation  Value by  the applicable  Monthly Deduction  for the  Policy
Month following the Monthly Anniversary.
 
    The   minimum  interest  rate  applied  in  the  calculation  of  the  Fixed
Accumulation Value is an effective annual rate of 4%. Interest in excess of  the
minimum  rate may be applied in the calculation of your Fixed Accumulation Value
in a manner which our Board of Directors determines.
 
                                      B-2
<PAGE>
                                   APPENDIX C
            ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES,
                   CASH SURRENDER VALUES, AND DEATH BENEFITS
 
    The  following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the  Variable Account.  The tables  show how  the Accumulation  Values,  Cash
Surrender Values, and Death Benefits of a Policy issued to an Insured of a given
Age (who pays the given Planned Periodic Premiums annually) would vary over time
if  the investment return 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-2 through C-7 illustrate a Policy issued to a male Age
40  in  a  standard  Rate  Class,  and  qualifying  for  non-smoker  rates.  The
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if
the  Insured  were  in a  substandard  Rate Class  or  did not  qualify  for the
non-smoker  rates  because  the  cost  of  insurance  would  be  increased.  The
Accumulation Values, Cash Surrender Values and Death Benefits would be different
from  those shown if the  gross annual investment returns  averaged 0 percent, 6
percent, and 12 percent over a period  of years, but fluctuated above and  below
those averages for individual Policy Years.
 
    Within  the tables, the second and fifth columns illustrate the Accumulation
Value of the Policy  over the designated period.  The Accumulation Value is  the
total  amount that a Policy  provides for investment at  any time. The third and
sixth columns  illustrate  the  Cash  Surrender  Value  of  a  Policy  over  the
designated  period. The Cash Surrender Value  is equal to the Accumulation Value
less  any  Surrender  Charges,  Loan  Amount  (assumed  to  be  zero  in   these
illustrations)  and unpaid  Monthly Deductions  (also assumed  to be  zero). The
fourth and seventh  columns illustrate the  Death Benefit of  a Policy over  the
designated  period. The second, third, and fourth columns assume that throughout
the life  of the  Policy, the  monthly charge  for the  cost of  insurance,  the
Monthly  Mortality and Expense Charge and  the Monthly Administrative Charge are
based upon the maximums (i.e. guaranteed)  permitted in the policy. The  maximum
allowable  cost of insurance rates are  based on the 1980 Commissioners Standard
Ordinary Mortality  Tables for  Nonsmokers and  Smokers. The  fifth, sixth,  and
seventh  columns  assume that  the  monthly charge  for  cost of  insurance, the
Monthly Mortality and Expense Charge, and the Monthly Administrative Charge  are
based  on the current  amounts expected to  be charged. The  Death Benefits also
vary between tables depending upon whether the Level Amount Death Benefit Option
(Tables at pages C-2  through C-4) or the  Variable Amount Death Benefit  Option
(Tables at pages C-5 through C-7) is illustrated.
 
   
    The  amounts shown for  the Accumulation Values,  Cash Surrender Values, and
Death  Benefits  reflect  the  fact  that  the  net  investment  return  of  the
Sub-Accounts  of the Variable Account is  lower than the gross, after-tax return
on the assets held in  the Funds as a result  of the Funds' operating  expenses.
The  values shown take into  account the daily total  operating expenses paid by
the available portfolios of VIPF, VIPF II, Northstar and PCM which together  are
assumed  to be at an average annual rate  of 0.74% for all years. This figure is
derived based on an average of the Funds' current operating expenses net of  any
limitations  on such  expenses paid  by the  Funds. Thus,  the illustrated gross
annual investment  rates of  return of  0  percent, 6  percent, and  12  percent
correspond  to  approximate  net  annual rates  of  -0.74%,  5.26%,  and 11.26%,
respectively.
    
 
    The hypothetical values shown in the  tables do not reflect any charges  for
Federal  income taxes  attributable to  the Variable  Account because  we do not
currently make any such charges. However, such charges may be made in the future
and, in that event, the  gross annual investment return  would have to exceed  0
percent,  6 percent,  or 12  percent by  an amount  sufficient to  cover the tax
charges in order to produce the Accumulation Values, Cash Surrender Values,  and
Death  Benefits illustrated. See  section entitled "Federal  Tax Matters" in the
prospectus.
 
    The tables illustrate  the Policy values  that would result  based upon  the
hypothetical  rates of  return if  premiums are  paid as  indicated, if  all Net
Premiums are allocated to the Variable Account, and if no Policy loans have been
made. The tables are also based on the assumptions that the Policy owner has not
requested  an  increase  or  decrease  in  the  Face  Amount,  that  no  partial
withdrawals  have  been  made,  that  no transfers  have  been  made,  and total
operating expenses of  the Funds  continue as anticipated.  Actual results  will
depend  on the  expenses and  performance of the  investment choice  made by the
owner.
 
    Upon request,  we will  provide  a comparable  illustration based  upon  the
proposed  Insured's Age, sex,  underwriting classification, the  Face Amount and
Planned Periodic Premium schedule requested, and any available riders requested.
 
                                      C-1
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             1,188                     0***         150,000*           1,322                    77***         150,000
          2             2,333                   593***         150,000            2,605                   865***         150,000
          3             3,435                   120            150,000            3,850                   535            150,000
          4             4,492                   892            150,000            5,054                 1,454            150,000
          5             5,501                 1,901            150,000            6,216                 2,616            150,000
          6             6,461                 3,221            150,000            7,334                 4,094            150,000
          7             7,369                 4,489            150,000            8,408                 5,528            150,000
          8             8,223                 5,703            150,000            9,436                 6,916            150,000
          9             9,020                 6,860            150,000           10,415                 8,255            150,000
         10             9,758                 7,958            150,000           11,344                 9,544            150,000
         11            10,463                 9,023            150,000           12,330                10,890            150,000
         12            11,098                10,018            150,000           13,263                12,183            150,000
         13            11,654                10,934            150,000           14,136                13,416            150,000
         14            12,121                11,761            150,000           14,941                14,581            150,000
         15            12,490                12,490            150,000           15,672                15,672            150,000
         20            12,547                12,547            150,000           17,994                17,994            150,000
        AGE
         70                 0                     0                  0           10,881                10,881            150,000
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A  $1,800.00 PREMIUM  (WHICH EXCEEDS THE  ANUALIZED MINIMUM  MONTHLY
    PREMIUM)  IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL BE
    DIFFERENT IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN  DIFFERENT
    AMOUNTS.
    
 
   
(2)  ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN MADE.
    EXCESSIVE LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE  OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
  *  BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING
    THE YEARS SHOWN. THEREFORE, THE POLICY REMAINS IN FORCE EVEN THOUGH THE CASH
    SURRENDER VALUE IS ZERO.
    
 
   
 ** POLICY TERMINATES PRIOR TO AGE 75.
    
 
   
*** CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-2
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             1,274                    29*           150,000            1,412                   167*           150,000
          2             2,579                   839*           150,000            2,868                 1,128*           150,000
          3             3,915                   600            150,000            4,369                 1,054            150,000
          4             5,282                 1,682            150,000            5,914                 2,314            150,000
          5             6,678                 3,078            150,000            7,503                 3,903            150,000
          6             8,101                 4,861            150,000            9,137                 5,897            150,000
          7             9,551                 6,671            150,000           10,817                 7,937            150,000
          8            11,027                 8,507            150,000           12,542                10,022            150,000
          9            12,525                10,365            150,000           14,312                12,152            150,000
         10            14,046                12,246            150,000           16,127                14,327            150,000
         11            15,631                14,191            150,000           18,133                16,693            150,000
         12            17,233                16,153            150,000           20,201                19,121            150,000
         13            18,847                18,127            150,000           22,327                21,607            150,000
         14            20,463                20,103            150,000           24,508                24,148            150,000
         15            22,074                22,074            150,000           26,743                26,743            150,000
         20            29,784                29,784            150,000           38,666                38,666            150,000
        AGE
         70            36,394                36,394            150,000           65,020                65,020            150,000
         75            24,292                24,292            150,000           77,003                77,003            150,000
         80                 0                     0                  0           85,420                85,420            150,000
         85                 0                     0                  0           85,074                85,074            150,000
         90                 0                     0                  0           58,486                58,486            150,000
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,800.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
    
 
   
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
 *  CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
**  POLICY TERMINATES PRIOR TO AGE 95.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-3
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                                 GUARANTEED COSTS                                         CURRENT COSTS
               -----------------------------------------------------  -----------------------------------------------------
                    (1) (2)              (1) (2)           (1) (2)         (1) (2)              (1) (2)           (1) (2)
   POLICY         ACCUMULATION        CASH SURRENDER        DEATH        ACCUMULATION        CASH SURRENDER        DEATH
    YEAR             VALUE                VALUE            BENEFIT          VALUE                VALUE            BENEFIT
  ---------        ---------            ---------         ---------       ---------            ---------         ---------
<S>            <C>                 <C>                   <C>          <C>                 <C>                   <C>
          1             1,360                 115*          150,000            1,502                  257*         150,000
          2             2,835               1,095*          150,000            3,141                1,401*         150,000
          3             4,436               1,121           150,000            4,931                1,616          150,000
          4             6,175               2,575           150,000            6,884                3,284          150,000
          5             8,063               4,463           150,000            9,015                5,415          150,000
          6            10,114               6,874           150,000           11,342                8,102          150,000
          7            12,342               9,462           150,000           13,886               11,006          150,000
          8            14,765              12,245           150,000           16,666               14,146          150,000
          9            17,401              15,241           150,000           19,706               17,546          150,000
         10            20,270              18,470           150,000           23,032               21,232          150,000
         11            23,465              22,025           150,000           26,874               25,434          150,000
         12            26,956              25,876           150,000           31,109               30,029          150,000
         13            30,769              30,049           150,000           35,777               35,057          150,000
         14            34,935              34,575           150,000           40,923               40,563          150,000
         15            39,492              39,492           150,000           46,604               46,604          150,000
         20            69,905              69,905           150,000           85,528               85,528          150,000
        AGE
         70           205,066             205,066           237,877          261,857              261,857          303,755
         75           341,928             341,928           365,864          443,235              443,235          474,262
         80           566,235             566,235           594,547          745,688              745,688          782,973
         85           920,423             920,423           966,445        1,236,663            1,236,663        1,298,496
         90         1,463,561           1,463,561         1,536,740        2,020,478            2,020,478        2,121,502
         95         2,342,949           2,342,949         2,366,379        3,319,748            3,319,748        3,352,946
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,800.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
    
 
   
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
*   CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE  ACTUAL INVESTMENT RESULTS APPLICABLE  TO THE POLICY  AVERAGE
12%  OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE  FUNDS
THAT  THESE HYPOTHETICAL RETURNS CAN BE ACHEIVED  FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-4
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             1,185                     0***         151,185*           1,319                    74***         151,319
          2             2,323                   583***         152,324            2,597                   857***         152,598
          3             3,415                   100            153,416            3,834                   519            153,834
          4             4,458                   858            154,458            5,027                 1,427            155,027
          5             5,449                 1,849            155,450            6,174                 2,574            156,174
          6             6,386                 3,146            156,387            7,272                 4,032            157,273
          7             7,267                 4,387            157,267            8,323                 5,443            158,324
          8             8,088                 5,568            158,088            9,323                 6,803            159,324
          9             8,846                 6,686            158,847           10,270                 8,110            160,270
         10             9,539                 7,739            159,540           11,159                 9,359            161,160
         11            10,191                 8,751            160,192           12,098                10,658            162,099
         12            10,765                 9,685            160,765           12,977                11,897            162,978
         13            11,250                10,530            161,251           13,786                13,066            163,786
         14            11,636                11,276            161,637           14,516                14,156            164,517
         15            11,914                11,914            161,915           15,162                15,162            165,163
         20            11,340                11,340            161,341           16,844                16,844            166,845
        AGE
         70                 0                     0                  0            7,225                 7,225            157,226
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A  $1,800.00 PREMIUM  (WHICH EXCEEDS THE  ANUALIZED MINIMUM  MONTHLY
    PREMIUM)  IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL BE
    DIFFERENT IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN  DIFFERENT
    AMOUNTS.
    
 
   
(2)  ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN MADE.
    EXCESSIVE LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE  OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
  *  BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING
    THE YEARS SHOWN. THEREFORE, THE POLICY REMAINS IN FORCE EVEN THOUGH THE CASH
    SURRENDER VALUE IS ZERO.
    
 
   
 ** POLICY TERMINATES PRIOR TO AGE 75.
    
 
   
*** CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-5
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             1,270                    25*           151,271            1,409                   164*           151,409
          2             2,567                   827*           152,568            2,859                 1,119*           152,859
          3             3,892                   577            153,892            4,350                 1,035            154,350
          4             5,241                 1,641            155,242            5,881                 2,281            155,881
          5             6,613                 3,013            156,614            7,450                 3,850            157,451
          6             8,005                 4,765            158,005            9,057                 5,817            159,058
          7             9,414                 6,534            159,414           10,703                 7,823            160,703
          8            10,837                 8,317            160,838           12,384                 9,864            162,385
          9            12,271                10,111            162,272           14,100                11,940            164,101
         10            13,712                11,912            163,713           15,847                14,047            165,848
         11            15,199                13,759            165,200           17,768                16,328            167,769
         12            16,683                15,603            166,683           19,732                18,652            169,733
         13            18,152                17,432            168,153           21,731                21,011            171,731
         14            19,594                19,234            169,594           23,756                23,396            173,756
         15            20,996                20,996            170,996           25,801                25,801            175,802
         20            26,917                26,917            176,918           36,039                36,039            186,040
        AGE
         70            22,152                22,152            172,153           49,861                49,861            199,861
         75                 0                     0                  0           43,390                43,390            193,391
         80                 0                     0                  0           15,196                15,196            165,197
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,800.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
    
 
   
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
 *  CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
**  POLICY TERMINATES PRIOR TO AGE 85.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-6
<PAGE>
   
                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                          CURRENT COSTS
               --------------------------------------------------------  -----------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)         (1) (2)              (1) (2)           (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION        CASH SURRENDER        DEATH
    YEAR              VALUE                 VALUE             BENEFIT          VALUE                VALUE            BENEFIT
  ---------         ---------             ---------          ---------       ---------            ---------         ---------
<S>            <C>                  <C>                     <C>          <C>                 <C>                   <C>
          1             1,356                   111*           151,356            1,499                 254*          151,500
          2             2,823                 1,083*           152,823            3,131               1,391*          153,132
          3             4,410                 1,095            154,410            4,909               1,594           154,910
          4             6,127                 2,527            156,127            6,845               3,245           156,845
          5             7,983                 4,383            157,984            8,950               5,350           158,951
          6             9,990                 6,750            159,990           11,240               8,000           161,241
          7            12,157                 9,277            162,158           13,734              10,854           163,734
          8            14,500                11,980            164,501           16,447              13,927           166,447
          9            17,032                14,872            167,032           19,399              17,239           169,400
         10            19,766                17,966            169,766           22,611              20,811           172,611
         11            22,785                21,345            172,786           26,302              24,862           176,302
         12            26,050                24,970            176,050           30,343              29,263           180,343
         13            29,575                28,855            179,575           34,761              34,041           184,761
         14            33,375                33,015            183,375           39,587              39,227           189,587
         15            37,468                37,468            187,469           44,859              44,859           194,859
         20            63,073                63,073            213,074           79,435              79,435           229,436
        AGE
         70           148,459               148,459            298,459          215,274             215,274           365,275
         75           212,005               212,005            362,005          339,132             339,132           489,133
         80           286,826               286,826            436,827          524,628             524,628           674,628
         85           364,552               364,552            514,553          802,279             802,279           952,280
         90           419,862               419,862            569,863        1,222,653           1,222,653         1,372,654
         95           410,095               410,095            560,095        1,873,159           1,873,159         2,023,159
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,800.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
    
 
   
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
*   CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE  ACTUAL INVESTMENT RESULTS APPLICABLE  TO THE POLICY  AVERAGE
12%  OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE  FUNDS
THAT  THESE HYPOTHETICAL RETURNS CAN BE ACHEIVED  FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-7
<PAGE>
                                   APPENDIX D
                   MAXIMUM CONTINGENT DEFERRED SALES CHARGES
                           PER $1,000 OF FACE AMOUNT
 
<TABLE>
<CAPTION>
                           Charge Per $1,000 of                                 Charge Per $1,000 of
                                   Face                                                 Face
                           Amount (Initial Face                                 Amount (Initial Face
                                 Amount or                                           Amount or
                            Amount of Requested     Insured's Age at Policy     Amount of Requested
 Insured's Age at Policy         Increase)                   Date                    Increase)
Date or Effective Date of  ---------------------     or Effective Date of      ----------------------
Increase, as Appropriate     Male       Female     Increase, as Appropriate      Male       Female
- -------------------------  ---------  ----------  ---------------------------  ---------  -----------
<S>                        <C>        <C>         <C>                          <C>        <C>
                0              $1.00      $1.00                   38           $   16.80   $   12.80
                1               1.10       1.00                   39               17.90       13.90
                2               1.20       1.00                   40               19.00       15.00
                3               1.30       1.00                   41               19.60       16.10
                4               1.40       1.00                   42               20.40       17.20
                5               1.50       1.00                   43               21.30       18.00
                6               1.60       1.00                   44               22.10       18.90
                7               1.80       1.00                   45               23.00       19.50
                8               2.00       1.00                   46               23.90       20.60
                9               2.20       1.20                   47               24.90       21.70
               10               2.50       1.40                   48               25.90       22.50
               11               2.80       1.60                   49               27.00       23.30
               12               3.00       1.80                   50               28.20       24.20
               13               3.20       2.00                   51               29.40       25.20
               14               3.50       2.20                   52               30.70       26.20
               15               3.80       2.40                   53               32.10       27.20
               16               4.00       2.60                   54               33.50       28.00
               17               4.20       2.80                   55               35.00       29.50
               18               4.50       3.00                   56               36.70       30.70
               19               4.80       3.20                   57               38.40       32.00
               20               5.00       3.50                   58               40.20       33.40
               21               5.30       3.90                   59               42.20       34.80
               22               5.90       4.20                   60               44.30       36.40
               23               6.30       4.50                   61               45.60       38.10
               24               6.90       5.00                   62               45.40       40.00
               25               7.50       5.50                   63               45.30       41.90
               26               7.80       6.10                   64               44.90       43.90
               27               8.40       6.70                   65               44.60       45.50
               28               8.80       7.30                   66               44.30       45.00
               29               9.40       7.70                   67               43.90       44.60
               30              10.00       8.00                   68               43.60       44.10
               31              10.80       8.60                   69               43.30       43.70
               32              11.50       9.20                   70               43.10       43.30
               33              12.30       9.80                   71               42.80       42.90
               34              13.10      10.40                   72               42.60       42.50
               35              14.00      11.00                   73               42.40       42.10
               36              14.90      11.60                   74               42.20       41.70
               37              15.70      12.20                   75               41.90       41.20
</TABLE>
 
                                      D-1
<PAGE>
                                   APPENDIX E
              SURRENDER CHARGE GUIDELINE PER $1,000 OF FACE AMOUNT
 
    The following table provides the Surrender Charge Guideline factors that are
used in determining the Sales Charge Refund during the first two Policy Years or
the  first two years following a requested  increase in Face Amount (see section
entitled "Sales Charge  Refund" in Prospectus).  The Surrender Charge  Guideline
factors  are based upon the provisions of Rule 6e-3(T) adopted by the Securities
and Exchange Commission.
 
<TABLE>
<CAPTION>
                                                                                         Surrender Charge
                                 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               $5.97        $4.46                     38              $32.26       $24.21
                 1                6.14         4.58                     39               33.84        25.39
                 2                6.39         4.77                     40               35.49        26.62
                 3                6.67         4.97                     41               37.23        27.91
                 4                6.95         5.18                     42               39.06        29.27
                 5                7.26         5.40                     43               40.97        30.69
                 6                7.58         5.64                     44               42.98        32.19
                 7                7.92         5.89                     45               45.09        33.76
                 8                8.28         6.15                     46               47.30        35.40
                 9                8.66         6.42                     47               49.62        37.14
                10                9.06         6.71                     48               52.07        38.96
                11                9.48         7.02                     49               54.64        40.89
                12                9.92         7.34                     50               57.34        42.91
                13               10.38         7.67                     51               60.18        45.04
                14               10.85         8.03                     52               63.16        47.28
                15               11.34         8.39                     53               66.29        49.64
                16               11.85         8.77                     54               69.58        52.13
                17               12.37         9.17                     55               73.03        54.76
                18               12.91         9.59                     56               76.66        57.53
                19               13.47        10.03                     57               80.47        60.47
                20               14.07        10.49                     58               84.48        63.57
                21               14.69        10.98                     59               88.70        66.87
                22               15.34        11.48                     60               93.15        70.38
                23               16.03        12.02                     61               97.82        74.10
                24               16.76        12.58                     62              102.75        78.05
                25               17.53        13.17                     63              107.93        82.23
                26               18.35        13.79                     64              113.38        86.67
                27               19.21        14.44                     65              119.11        91.37
                28               20.11        15.12                     66              125.14        96.36
                29               21.07        15.84                     67              131.50       101.66
                30               22.08        16.60                     68              138.21       107.32
                31               23.14        17.39                     69              145.30       113.37
                32               24.26        18.22                     70              152.79       119.85
                33               25.43        19.10                     71              160.71       126.78
                34               26.66        20.03                     72              169.07       134.21
                35               27.96        21.00                     73              177.88       142.15
                36               29.32        22.02                     74              187.17       150.62
                37               30.76        23.09                     75              196.97       159.67
</TABLE>
 
                                      E-1
<PAGE>


                                  SIGNATURES
   
As required by the Securities Act of 1933 and the Investment Company Act of 
1940, Registrant certifies that it meets all of the requirements of 
effectiveness of this Amendment to the Registration Statement pursuant to 
Rule 485(b) 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 8th day of April, 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 8th day of April, 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 8th day of April, 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
       Wayne R. Huneke              Officer (Principal Accounting Officer)

   
R. MICHAEL CONLEY          WAYNE R. HUNEKE              ROBERT C. SALIPANTE
RICHARD R. CROWL           WILLIAM R. MERRIAM           DONALD L. SWANSON
KENNETH U. KUK             CRAIG R. RODBY               JOHN G. TURNER
JOHN H. FLITTIE            DAVID H. ROE                 STEVEN W. WISHART
    


*Robert B. Saginaw, 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/ Robert B. Saginaw
                                      ----------------------------------------
                                      Robert B. Saginaw, Attorney-In-Fact



csigs13c

<PAGE>


                                PART II

                   CONTENTS OF REGISTRATION STATEMENT


   
This Post-Effective Amendment No. 5 to the Registration Statement comprises 
the following papers and documents:
    

   
     The facing sheet.
     The general form of Prospectus, consisting of 107 pages.
     Undertakings to file reports.* (Filed in Pre-Effective Amendment No. 1)
     Representation pursuant to Paragraph (b)(13)(iii)(F) under Rule 6e-3(T).*
        (Filed in Pre-Effective Amendment No. 1)
     The signatures.
    

     Written consents of the following persons:

   
     1.   James E. Nelson, Esquire - Filed as part of EX-99.2.
     2.   Actuary - Filed as part of EX-99.C6.
     3.   Auditors' Consent - Filed as part of Ex-99.C1.
    

     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)
          (2)  Not applicable.
          (3)  (a)  General Distributor Agreement between Washington Square
                    Securities, Inc. and NWNL. * (Filed in Original S-6 
                    Registration Statement)
          (3)  (b)  Specimens of Selling Agreements.* (Filed in 
                    Post-Effective Amendment No. 2)
          (4)  Not applicable.
          (5)  (a)  Form of Policy available (together with available Policy
                    riders).* (Filed in Pre-Effective Amendment No. 1)
          (5)  (b)  Waiver of Specified Premium Rider.* (Filed in 
                    Post-Effective Amendment No. 2)
   
          (5)  (c)  Accelerated Benefit Rider (Filed in Post-Effective 
                    Amendment No. 4)
          (5)  (d)  Connecticut Modification Rider (Filed in Post-Effective 
                    Amendment No. 4)
    
          (6)  (a)  Amended Articles of Incorporation of NWNL.* (Filed in
                    Original S-6 Registration Statement)
          (6)  (b)  Amended By-Laws of NWNL.* (Filed in Original S-6
                    Registration Statement)
          (7)  Not applicable.
          (8)  (a)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund and Fidelity Distributors Corporation and
                    Amendments Nos. 1-6. (Filed in Post-Effective Amendment 
                    No. 3)
          (8)  (b)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund II and Fidelity Distributors Corporation and

<PAGE>

                    Amendments Nos. 1-6. (Filed in Post-Effective 
                    Amendment No. 3)
          (8)  (c)  Participation Agreement with Putnam Capital Manager Trust
                    and Putnam Mutual Funds Corp. and Amendment No. 1. (Filed
                    in Post-Effective Amendment No. 3)
          (9)  Not applicable.
         (10)  Policy Application Form.* (Filed in Pre-Effective Amendment 
               No. 1)
     2.   Opinion and consent of James E. Nelson, Esquire, as to the 
          legality of the Securities being registered. See Ex-99.2.
     3.   Not applicable.
     4.   Not applicable.
   
     EX-99.C1.   Auditor's Consent.
    
     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.
    
   
     EX-99.D1.   Memorandum describing Northwestern National's issuance,
                 transfer and redemption procedures for the Policies and 
                 Northwestern National's procedure for conversion to a fixed 
                 benefit policy. (Filed in Post-Effective Amendment No. 4)
    
   
     EX-24.      Powers of Attorney.
                 R. Michael Conley (Filed in Post-Effective Amendment No. 4)
                 Richard R. Crowl. See Ex-24.
                 John H. Flittie (Filed in Post-Effective Amendment No. 4)
                 Wayne R. Huneke (Filed in Post-Effective Amendment No. 4)
                 Kenneth U. Kuk. See Ex-24.
                 William R. Merriam (Filed in Post-Effective Amendment No. 4)
                 Craig R. Rodby (Filed in Post-Effective Amendment No. 4)
                 David H. Roe (Filed in Post-Effective Amendment No. 4)
                 Robert C. Salipante (Filed in Post-Effective Amendment No. 4)
                 Donald L. Swanson (Filed in Post-Effective Amendment No. 4)
                 John G. Turner (Filed in Post-Effective Amendment No. 4)
                 Steven W. Wishart (Filed in Post-Effective Amendment No. 4)
    
   
     EX-27.      Financial Data Schedule
    

     *    Previously filed.


<PAGE>

                               [NWNL LETTERHEAD]

                                                                        EX-99.2

                                                   ATTORNEY OPINION AND CONSENT

April 8, 1996


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

Madam/Sir:

In connection with the proposed registration under the Securities Act of 
1933, as amended, of flexible premium variable life insurance policies (the 
"Policies") and interests in Select*Life Variable Account (the "Variable 
Account"), I have examined documents relating to the establishment of the 
Variable Account by the Board of Directors of Northwestern National Life 
Insurance Company (the "Company") as a separate account for assets 
applicable to variable contracts, pursuant to Minnesota Statutes Sections 
61A.13 to 61A.21, as amended, and the Registration Statement, on Form S-6, 
File No. 33-65870 (the "Registration Statement") and I have examined such 
other documents and have reviewed such matters as I deemed necessary for this 
opinion, and I advise you that in my opinion:

    1.  The Variable Account is a separate account of the Company duly 
        created and validly existing pursuant to the laws of the 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 
        Accounts are not chargeable with liabilities arising out of any other
        business the Company may conduct.

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

Very truly yours,


/s/ James E. Nelson

James E. Nelson
Counsel

RBS:js\ex3s13c


<PAGE>

                                                                       EX-99.C1



INDEPENDENT AUDITORS' CONSENT


Board of Directors and Contract Holders
Select*Life Variable Account

We consent to the use in this Post-Effective Amendment No. 5 to Registration 
Statement on Form S-6 (File No. 33-65870) of Select*Life Variable Account 
filed under the Securities Act of 1933 of our report dated February 2, 1996 
on the audit of the financial statements of Select*Life Variable Account as 
of December 31, 1995 and for each of the three years in the period then ended 
and our report dated February 1, 1996 on the audit of the consolidated 
financial statements of Northwestern National Life Insurance Company and 
subsidiaries as of and for the years ended December 31, 1995 and 1994 
appearing in the Prospectus, which is a part of such Registration Statement, 
and to the reference to us under the heading "Experts" in such Prospectus. 


/s/ DELOITTE & TOUCHE LLP


Minneapolis, Minnesota
April 5, 1996


<PAGE>

                                                                       EX-99.C6


                              [NWNL LETTERHEAD]

April 8, 1996


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

Madam/Sir:

This opinion is furnished in connection with the registration by Northwestern 
National Life Insurance Company of a flexible premium variable life insurance 
policy (the "Contract") under the Securities Act of 1933, as amended. The 
contract, including variations thereof used in various states, is described 
in the Prospectus constituting a part of the Registration Statement on 
Form S-6, as amended, File No. 33-65870.

The form of Contract was reviewed by me, and I am familiar with the 
Registration Statement and Exhibits thereto.

In my opinion:

     The illustrations of Accumulation Values, Surrender Charges, Cash
     Surrender Values, and Death Benefits, included in the section 
     entitled "Illustration of Accumulation Values, Surrender Charges, 
     Cash Surrender Values, and Death Benefits" in Appendix C of the 
     Prospectus constituting part of the Registration Statement, based 
     on the assumptions stated in the illustrations, are consistent with 
     the provisions of the Contract (including, as appropriate, any state
     variation thereof). The rate structure of the Contract has not been 
     designed so as to make the relationship between premiums and benefits, 
     as shown in the illustrations, appear more favorable to a prospective 
     purchaser of a Contract for a male age 40 than to prospective 
     purchasers of the Contract for other ages or for females. In any state
     where charges cannot be based upon the insured's sex, the rate structure
     of the Contract has not been designed so as to make the relationship 
     between premium and benefits, as shown in the illustrations, appear 
     more favorable to a prospective purchaser of the Contract for an 
     insured age 40 than to prospective purchasers of the Contract for other 
     ages.

I hereby consent to the use of this opinion as an exhibit to the Registration 
Statement and to the reference to my name under the heading "Experts" in the 
Prospectus constituting a part of the Registration Statement.

Sincerely,

/s/ CRAIG A. KROGSTAD

Craig A. Krogstad, FSA, MAAA
Actuary


<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 14th day of March, 1996.



                                          /s/ Richard R. Crowl
                                          ---------------------------------
                                          Richard R. Crowl

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


<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 14th day of March, 1996.



                                          /s/ Kenneth U. Kuk
                                          ---------------------------------
                                          Kenneth U. Kuk

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


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMTION EXTRACTED FROM NWNL'S
SELECT*LIFE VARIABLE ACCOUNT ANNUAL REPORT FOR THE YEAR ENDED 12-31-95, ANNUAL
REPORT (FROM NSAR) FILING PURSUANT TO SECTION 15(d) OF THE 1934 ACT AND SECTION
30(h) OF THE 1940 ACT, 24F-2NT
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          145,926
<INVESTMENTS-AT-VALUE>                         180,154
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 180,154
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           97
<TOTAL-LIABILITIES>                                 97
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       145,926
<SHARES-COMMON-STOCK>                       10,541,629
<SHARES-COMMON-PRIOR>                        6,899,131
<ACCUMULATED-NII-CURRENT>                        2,529
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          2,242
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        34,228
<NET-ASSETS>                                   180,154
<DIVIDEND-INCOME>                                2,259
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   1,456
<EXPENSES-NET>                                 (1,186)
<NET-INVESTMENT-INCOME>                          2,529
<REALIZED-GAINS-CURRENT>                         1,345
<APPREC-INCREASE-CURRENT>                       27,857
<NET-CHANGE-FROM-OPS>                           31,731
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      5,159,850
<NUMBER-OF-SHARES-REDEEMED>                  1,517,352
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          77,412
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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