SELECT LIFE VARIABLE ACCOUNT
485BPOS, 1996-04-09
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<PAGE>
                                                     Registration No. 33-57244

                     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)

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

                        ___________________________

It is proposed that this filing will become effective

___ immediately upon filing pursuant to paragraph (b) of Rule 485
   
_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 $25,000.  The  Face  Amount  may  be
increased,  subject to  certain limitations, provided  that the  increase is not
less than $5,000. Generally,  the Policy will  remain in force  as along as  the
Policy's  Cash Surrender Value  (that is, the  amount that would  be paid to you
upon surrender  of the  Policy) is  sufficient to  pay certain  monthly  charges
imposed  in  connection with  the Policy  (including the  cost of  insurance and
certain administrative charges). In  addition, the Policy  will remain in  force
until  the Insured  reaches Age  65 (or five  Policy Years,  if longer), without
regard to the  Cash Surrender Value,  if on each  Monthly Anniversary the  total
premiums  paid on  the Policy,  less any  partial withdrawals  and Policy loans,
equals or exceeds the total required Minimum Monthly Premium payments  specified
in  your Policy  (which is  a feature  of the  Policy called  the "Death Benefit
Guarantee").
 
   
    Net premiums  paid  under  the  Policy  are  allocated,  according  to  your
instructions,   either  to  the  Select*Life  Variable  Account  (the  "Variable
Account"), which  is one  of our  separate accounts  or, with  the exception  of
policies  issued in  New Jersey, to  our General Account  (the "Fixed Account").
Any amounts allocated to the Variable Account  will be allocated to one or  more
Sub-Accounts  of the  Variable Account. The  assets of each  Sub-Account will be
invested solely in  the shares of  one of  the five portfolios  of the  Variable
Insurance  Products  Fund,  in  one  of  the  four  portfolios  of  the Variable
Insurance Products  Fund II,  in one  of  the two  funds available  through  the
Northstar/NWNL  Trust  or  in one  of  the  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.
 
N700.176c
<PAGE>
    If net premiums  are allocated to  the Variable Account,  the amount of  the
Policy's  death benefit may,  and the Policy's Accumulation  Value (that is, the
total amount that a  Policy provides for investment  at any time) will,  reflect
the  investment performance of the Sub-Accounts of the Variable Account that you
select. You bear  the entire investment  risk for any  amounts allocated to  the
Variable  Account;  no minimum  Accumulation Value  in  the Variable  Account is
guaranteed. Regardless of  how net  premiums are allocated,  the Policy's  death
benefit  may, and  the Policy's  Accumulation Value  will, also  depend upon the
frequency and amount of premiums paid, any partial withdrawals, and the  charges
and deductions assessed in connection with the Policy.
 
    The  Policy provides  for two  types of "free  look" periods,  one after the
issuance of the Policy and  the other after any  requested increase in the  Face
Amount. See "Free Look and Conversion Rights -- Free Look Rights".
 
    THE  CHARGES IMPOSED UPON EARLY SURRENDER  OR LAPSE WILL BE SIGNIFICANT. FOR
EXAMPLE, IF  YOU MAKE  PREMIUM  PAYMENTS NO  GREATER  THAN THE  MINIMUM  MONTHLY
PREMIUM  PAYMENTS SPECIFIED IN YOUR POLICY, YOU  CAN EXPECT THAT DURING AT LEAST
THE EARLY POLICY YEARS, ALL OR  SUBSTANTIALLY ALL OF YOUR PREMIUM PAYMENTS  WILL
BE  REQUIRED TO PAY THE  SURRENDER CHARGE AND OTHER  CHARGES ASSOCIATED WITH THE
POLICY. AS  A  RESULT,  YOU SHOULD  PURCHASE  A  POLICY ONLY  IF  YOU  HAVE  THE
FINANCIAL  CAPABILITY  TO  KEEP IT  IN  FORCE  FOR A  SUBSTANTIAL  PERIOD. ALSO,
CHARGES IMPOSED UPON SURRENDER  OR THE LAPSE OF  THE POLICY WILL USUALLY  EXCEED
THE  ACCUMULATION VALUE OF THE POLICY DURING THE EARLY POLICY YEARS, WHICH MEANS
THAT PAYMENTS  SUFFICIENT  TO  MAINTAIN  THE DEATH  BENEFIT  GUARANTEE  WILL  BE
REQUIRED  TO AVOID LAPSE  DURING THIS PERIOD OF  TIME. THESE SAME CONSIDERATIONS
APPLY AFTER A REQUESTED INCREASE IN  FACE AMOUNT, WHICH CREATES THE  POSSIBILITY
OF  ADDITIONAL CHARGES UPON SURRENDER  OR LAPSE OF THE  POLICY. SEE "PAYMENT AND
ALLOCATION OF  PREMIUMS  --  AMOUNT  AND TIMING  OF  PREMIUMS",  "DEATH  BENEFIT
GUARANTEE", AND "DEDUCTIONS AND CHARGES -- SURRENDER CHARGE".
 
    REPLACING  EXISTING INSURANCE WITH A POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE  TO YOUR  ADVANTAGE. IN  ADDITION, IT  MAY NOT  BE TO  YOUR ADVANTAGE  TO
PURCHASE  THIS POLICY TO  OBTAIN ADDITIONAL INSURANCE  PROTECTION IF YOU ALREADY
OWN ANOTHER FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
 
    THIS PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFERING  OR SOLICITATION  IN  ANY
JURISDICTION  IN WHICH SUCH  OFFERING OR SOLICITATION MAY  NOT LAWFULLY BE MADE.
NO PERSON IS AUTHORIZED TO GIVE  ANY INFORMATION OR TO MAKE ANY  REPRESENTATIONS
IN  CONNECTION WITH THIS OFFERING OTHER  THAN THOSE CONTAINED IN THIS PROSPECTUS
OR THE ACCOMPANYING FUND  PROSPECTUSES AND, IF GIVEN  OR MADE, SUCH  INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
 
    THIS  ENTIRE PROSPECTUS SHOULD  BE READ TO  COMPLETELY UNDERSTAND THE POLICY
BEING OFFERED.
 
    THE PRIMARY PURPOSE  OF THE POLICY  IS TO PROVIDE  INSURANCE PROTECTION  FOR
THE  BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY
WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.
 
                                       2
<PAGE>
 
<TABLE>
<S>                                                                                         <C>
DEFINITIONS ............................................................................ 6
 
PART 1. SUMMARY
 
How does the Policy compare to traditional life insurance? ............................ 10
What is the Death Benefit? ............................................................ 10
What flexibility do you have to adjust the amount of the Death Benefit? ............... 10
What is the Death Benefit Guarantee? .................................................. 10
If the Death Benefit Guarantee is not in effect, what will cause the Policy to
 lapse? ............................................................................... 11
What is the Fixed Account? ............................................................ 11
What is the Variable Account? ......................................................... 11
Who are the investment advisers of the Funds? ......................................... 11
What are the minimum and maximum premium payments allowed? ............................ 11
How are premiums allocated to the investment options? ................................. 11
What charges do we make against each premium payment? ................................. 11
What charges do we make against the Accumulation Value? ............................... 12
What charges do we make upon lapse or total surrender of the Policy? .................. 12
What is the value of the Policy if you surrender it? .................................. 12
Can you make partial withdrawals? ..................................................... 13
What are the free look and conversion rights? ......................................... 13
Can you transfer between the Sub-Accounts and/or the Fixed Account? ................... 13
Can you borrow against the value of the Policy? ....................................... 13
Are Death Benefit proceeds taxable income to the beneficiary? ......................... 13
Are Accumulation Value increases included in your taxable income? ..................... 14
Will exercising certain Policy rights have tax consequences? .......................... 14
Who sells the Policies? ............................................................... 14
 
PART 2. DETAILED INFORMATION
 
Northwestern National Life Insurance Company .......................................... 14
The Variable Account .................................................................. 14
Performance Information ............................................................... 14
The Policies .......................................................................... 15
Death Benefit ......................................................................... 15
  Death Benefit Options ............................................................... 16
  Which Death Benefit Option to Choose ................................................ 18
  Requested Changes in Face Amount .................................................... 18
  Insurance Protection ................................................................ 19
  Change in Death Benefit Option ...................................................... 20
  Accelerated Benefit Rider ........................................................... 20
Payment and Allocation of Premiums .................................................... 21
  Issuing the Policy .................................................................. 21
  Allocation of Premiums .............................................................. 22
  Amount and Timing of Premiums ....................................................... 22
  Planned Periodic Premiums ........................................................... 23
  Unscheduled Additional Premiums ..................................................... 23
  Paying Premiums by Mail ............................................................. 23
Death Benefit Guarantee ............................................................... 23
Accumulation Value .................................................................... 24
Deductions and Charges ................................................................ 25
  Premium Expense Charge .............................................................. 25
  Monthly Deduction ................................................................... 25
  Surrender Charge .................................................................... 26
  Charges Against the Variable Account ................................................ 29
  Partial Withdrawal and Transfer Charges ............................................. 29
  Reduction of Charges ................................................................ 29
Sales Charge Refund ................................................................... 29
Policy Lapse and Reinstatement ........................................................ 30
Surrender Benefits .................................................................... 31
  Total Surrender ..................................................................... 31
  Partial Withdrawal .................................................................. 31
</TABLE>
 
                                       3
<PAGE>
   
<TABLE>
<S>                                                                                         <C>
Transfers ............................................................................. 32
Policy Loans .......................................................................... 34
Free Look and Conversion Rights ....................................................... 36
  Free Look Rights .................................................................... 36
  Conversion Rights ................................................................... 36
Investments of the Variable Account ................................................... 37
  Fidelity's Variable Insurance Products Fund (VIPF):
    Money Market Portfolio ............................................................ 38
    High Income Portfolio ............................................................. 38
    Equity-Income Portfolio ........................................................... 38
    Growth Portfolio .................................................................. 38
    Overseas Portfolio ................................................................ 38
  Fidelity's Variable Insurance Products Fund II (VIPF II):
    Asset Manager Portfolio ........................................................... 38
    Investment Grade Bond Portfolio ................................................... 38
    Index 500 Portfolio ............................................................... 38
    Contrafund Portfolio .............................................................. 39
  Northstar/NWNL Trust (Northstar):
    Northstar Income and Growth Fund .................................................. 39
    Northstar Multi-Sector Bond Fund .................................................. 39
  Putnam Capital Manager Trust (PCM):
    PCM Diversified Income Fund ....................................................... 39
    PCM Growth and Income Fund ........................................................ 39
    PCM Utilities Growth and Income Fund .............................................. 39
    PCM Voyager Fund .................................................................. 39
    PCM Asia Pacific Growth Fund ...................................................... 39
    PCM New Opportunities Fund ........................................................ 39
  Addition, Deletion, or Substitution of Investments .................................. 39
Voting Rights ......................................................................... 40
General Provisions .................................................................... 41
  Benefits at Age 95 .................................................................. 41
  Ownership ........................................................................... 41
  Proceeds ............................................................................ 41
  Beneficiary ......................................................................... 41
  Postponement of Payments ............................................................ 41
  Settlement Options .................................................................. 42
  Incontestability .................................................................... 42
  Misstatement of Age and Sex ......................................................... 42
  Suicide ............................................................................. 42
  Termination ......................................................................... 43
  Amendment ........................................................................... 43
  Reports ............................................................................. 43
  Dividends ........................................................................... 43
  Collateral Assignment ............................................................... 43
  Optional Insurance Benefits ......................................................... 44
Federal Tax Matters ................................................................... 44
  Policy Proceeds ..................................................................... 44
  Taxation of Distributions ........................................................... 45
  Taxation of Policies Held by Pension and Certain Deferred Compensation Plans ........ 45
  Taxation of Northwestern National Life Insurance Company ............................ 46
  Other Considerations ................................................................ 46
Legal Developments Regarding Employment -- Related Benefit Plans ...................... 46
Distribution of the Policies .......................................................... 46
Management ............................................................................ 48
  Directors ........................................................................... 48
  Executive Officers .................................................................. 49
State Regulation ...................................................................... 50
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 ................................... 51
Financial Statements .................................................................. 51
Appendix A - The Fixed Account ....................................................... A-1
Appendix B - Calculation of Accumulation Value ....................................... B-1
Appendix C - Illustration of Accumulation Values, Surrender Charges,
            Cash Surrender Values and Death Benefits ................................. C-1
Appendix D - Maximum Contingent Deferred Sales Charges
             Per $1,000 of Face Amount ............................................... D-1
Appendix E - Surrender Charge Guideline Per
            $1,000 of Face Amount .................................................... E-1
 
Fund Prospectuses
  Fidelity's Variable Insurance Products Fund (VIPF):
    Money Market Portfolio ......................................................... VIP-1
    High Income Portfolio .......................................................... VIP-1
    Equity-Income Portfolio ........................................................ VIP-1
    Growth Portfolio ............................................................... VIP-1
    Overseas Portfolio ............................................................. VIP-1
  Fidelity's Variable Insurance Products Fund II (VIPF II):
    Investment Grade Bond Portfolio .............................................. VIPII-1
    Asset Manager Portfolio ...................................................... VIPII-1
    Index 500 Portfolio .......................................................... VIPII-1
    Contrafund Portfolio ......................................................... VIPII-1
  Northstar/NWNL Trust (Northstar):
    Northstar Income and Growth Fund ......................................... Northstar-1
    Northstar Multi-Sector Bond Fund ......................................... Northstar-1
  Putnam Capital Manager Trust (PCM):
    PCM Diversified Income Fund .................................................... PCM-1
    PCM Growth and Income Fund ..................................................... PCM-1
    PCM Utilities Growth and Income Fund ........................................... PCM-1
    PCM Voyager Fund ............................................................... PCM-1
    PCM Asia Pacific Growth Fund ................................................... PCM-1
    PCM New Opportunities Fund ..................................................... PCM-1
</TABLE>
    
 
                                       5
<PAGE>
DEFINITIONS
 
ACCUMULATION  VALUE. The  total value attributable  to a  specific Policy, which
equals the sum of the  Variable Accumulation Value (the  total of the values  in
   each  Sub-Account of the  Variable Account) and  the Fixed Accumulation Value
   (the value in  the Fixed Account).  See "Accumulation Value"  at page 24  and
   Appendix B.
 
AGE.  The Insured's age at  the last birthday determined  as of the beginning of
each Policy Year.
 
CASH SURRENDER VALUE.  The Accumulation  Value less any  Surrender Charge,  Loan
Amount and unpaid Monthly Deductions.
 
CASH VALUE. The Accumulation Value less any Surrender Charge.
 
CODE. Internal Revenue Code of 1986, as amended.
 
CONTINGENT  DEFERRED  ADMINISTRATIVE  CHARGE. A  contingent  deferred  charge to
reimburse us  for  expenses  incurred  in issuing  the  Policy.  The  Contingent
   Deferred  Administrative Charge will only be  imposed upon total surrender or
   lapse of the Policy during the first 15 Policy Years and during the first  15
   years following any requested increase in Face Amount. The sum of this charge
   and  the  Contingent  Deferred  Sales Charge  is  the  Surrender  Charge. See
   "Deductions and Charges -- Surrender Charge" at page 26.
 
CONTINGENT DEFERRED SALES CHARGE. A  contingent deferred charge to reimburse  us
for expenses relating to the distribution of the Policy. The Contingent Deferred
   Sales Charge will only be imposed upon total surrender or lapse of the Policy
   during  the first 15 Policy Years and during the first 15 years following any
   requested increase in Face Amount. The sum of this charge and the  Contingent
   Deferred  Administrative Charge is the  Surrender Charge. See "Deductions and
   Charges -- Surrender Charge" at page 26.
 
DEATH BENEFIT. The amount determined  under the applicable Death Benefit  Option
(the Level Amount Option or the Variable Amount Option). The proceeds payable to
   the  beneficiary of  the Policy  upon the death  of the  Insured under either
   Death Benefit  Option will  be reduced  by  any Loan  Amount and  any  unpaid
   Monthly Deductions. See "Death Benefit" at page 15.
 
DEATH  BENEFIT GUARANTEE. A  feature of the Policy  guaranteeing that the Policy
will not lapse  before the  Insured reaches  Age 65  (or five  Policy Years,  if
   longer)  if,  on each  Monthly Anniversary,  the total  premiums paid  on the
   Policy, less any partial withdrawals and  any Loan Amount, equals or  exceeds
   the total required Minimum Monthly Premium payments specified in your Policy.
   See "Death Benefit Guarantee" at page 23.
 
DEATH  BENEFIT OPTION. Either  of two death benefit  options available under the
Policy (the Level  Amount Option  and the  Variable Amount  Option). See  "Death
   Benefit -- Death Benefit Options" at page 16.
 
FACE  AMOUNT. The minimum Death  Benefit under the Policy  as long as the Policy
remains in force. See "Death Benefit" at page 15.
 
FIXED ACCOUNT. The assets of Northwestern National Life Insurance Company  other
than  those allocated to the Variable Account or any other separate account. See
   Appendix A.
 
FIXED ACCUMULATION VALUE.  The value attributable  to a specific  Policy to  the
extent  such amount is attributable to  the Fixed Account (our General Account).
   Unlike the Variable Accumulation Value, the Fixed Accumulation Value will not
   reflect the investment performance of the Funds. See "Accumulation Value"  at
   page 24 and Appendix B.
 
FUNDS. Any open-end management investment company (or portfolio thereof) or unit
investment trust (or series thereof) in which a Sub-Account invests as described
   herein. See "Investments of the Variable Account" at page 37.
 
INSURED. The person upon whose life the Policy is issued.
 
ISSUE DATE. The date insurance coverage under a Policy begins.
 
                                       6
<PAGE>
LEVEL  AMOUNT  OPTION. One  of  two Death  Benefit  Options available  under the
Policy. Under this option, the Death Benefit is the greater of the current  Face
   Amount or the corridor percentage of Accumulation Value on the Valuation Date
   on  or next following the date of  the Insured's death. See "Death Benefit --
   Death Benefit Options" at page 16.
 
LOAN AMOUNT. The sum  of all unpaid Policy  loans including unpaid interest  due
thereon. See "Policy Loans" at page 34.
 
MINIMUM  FACE AMOUNT.  The minimum  Face Amount  shown in  the Policy (currently
$25,000).
 
MINIMUM MONTHLY PREMIUM. A  monthly premium amount specified  in the Policy  and
determined  by us at issuance of the Policy. The initial Minimum Monthly Premium
   will depend  upon the  Insured's  sex, Age  at  issue, Rate  Class,  optional
   insurance  benefits added by rider, and  the initial Face Amount. A requested
   increase or  decrease in  the Face  Amount,  a change  in the  Death  Benefit
   Option,  or the  addition or  termination of  a Policy  rider may  change the
   Minimum Monthly Premium. The Minimum Monthly Premium determines the  payments
   required  to  maintain  the  Death  Benefit  Guarantee.  See  "Death  Benefit
   Guarantee" at page 23.
 
MONTHLY ANNIVERSARY. The same date in each succeeding month as the Policy  Date.
Whenever  the Monthly Anniversary falls  on a date other  than a Valuation Date,
   the Monthly Anniversary will be considered to be the next Valuation Date.
 
MONTHLY DEDUCTION. A monthly charge deducted from the Accumulation Value of  the
Policy.  This charge includes the cost  of insurance, the Monthly Administrative
   Charge, the Monthly Mortality  and Expense Risk Charge,  and any charges  for
   optional   insurance  benefits.  See  "Deductions   and  Charges  --  Monthly
   Deduction" at page 25.
 
MONTHLY ADMINISTRATIVE CHARGE.  A monthly  charge to reimburse  us for  expenses
incurred  in  administering  the Policy.  This  charge  is part  of  the Monthly
   Deduction. The amount  of this  charge is currently  $8.25 per  month and  is
   guaranteed  not to  exceed $12.00 per  month. See "Deductions  and Charges --
   Monthly Deduction" at page 25.
 
MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for
certain mortality and expense  risks we assume under  the Policy. The  Mortality
   and  Expense Risk Charge  will be an  annual rate of  .9 of 1%  (.90%) of the
   Variable Accumulation Value of the Policy  during the first 10 Policy  Years.
   During  each Policy Year thereafter the charge  will be an annual rate of .45
   of 1% (.45%) guaranteed not to exceed .9 of 1% (.90%) for the duration of the
   Policy. See "Deductions  and Charges  -- Monthly Mortality  and Expense  Risk
   Charge" at page 26.
 
NET  PREMIUM. The gross premium less a Premium Expense Charge deducted from each
premium.
 
NORTHSTAR. Northstar/NWNL Trust
   Northstar Income and Growth Fund
   Northstar Multi-Sector Bond Fund
 
PCM. Putnam Capital Manager Trust
   PCM Diversified Income Fund
   PCM Growth and Income Fund
   PCM Utilities Growth and Income Fund
   PCM Voyager Fund
   PCM Asia Pacific Growth Fund
   PCM New Opportunities Fund
 
PLANNED PERIODIC  PREMIUM. The  scheduled premium  selected by  you of  a  level
amount at a fixed interval. The initial Planned Periodic Premium you select will
   be  shown in the Policy.  See "Payment and Allocation  of Premiums -- Planned
   Periodic Premiums" at page 23.
 
POLICY, POLICIES. The flexible premium variable life insurance Policy offered by
us and described in this Prospectus.
 
POLICY ANNIVERSARY. The same  date in each succeeding  year as the Policy  Date.
Whenever the Policy Anniversary falls on a date other than a Valuation Date, the
   Policy Anniversary will be considered to be the next Valuation Date.
 
POLICY DATE. The Policy Date is used in determining Policy Years, Policy Months,
Monthly  Anniversaries, and Policy Anniversaries. The  Policy Date will be shown
   in the Policy.
 
                                       7
<PAGE>
POLICY MONTH. A month beginning on the Monthly Anniversary.
 
POLICY YEAR. A year beginning on the Policy Anniversary.
 
PREMIUM EXPENSE  CHARGE.  An amount  deducted  from each  premium  payment.  The
Premium  Expense  Charge  is  currently 5.00%  of  each  premium  payment, which
   consists of a sales charge of 2.50% and a premium tax charge of 2.50%. We may
   in the  future also  make a  charge of  up to  $2.00 per  premium payment  to
   reimburse  us  for  the  cost  of  collecting  and  processing  premiums. See
   "Deductions and Charges -- Premium Expense Charge" at page 25.
 
RATE CLASS. A group of Insureds we determine based on our expectation that  they
will have similar mortality experience.
 
SALES  CHARGE  REFUND. An  amount designated  as Sales  Charge Refund  may exist
during the first  two Policy  Years or during  any 24-month  period following  a
   requested  increase  in Face  Amount. Any  such Sales  Charge Refund  will be
   applied to supplement the Cash Surrender  Value so as to continue the  Policy
   in  force for some months during either of these 24-month periods if there is
   insufficient Cash  Surrender Value  to cover  Monthly Deductions.  The  Sales
   Charge  Refund, if any, to  the extent not so  applied, will be refunded upon
   total surrender of the  Policy during either of  these 24-month periods.  See
   "Sales Charge Refund" at page 29.
 
SEC. Securities and Exchange Commission.
 
SIGNATURE  GUARANTEE. A guarantee of your signature  by a member firm of the New
York, American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or  by
   a  commercial bank  (not a  savings bank)  which is  a member  of the Federal
   Deposit Insurance Corporation, or, in certain cases, by a member firm of  the
   National  Association of  Securities Dealers, Inc.  that has  entered into an
   appropriate agreement with us.
 
SUB-ACCOUNT. A sub-division  of the Variable  Account. Each Sub-Account  invests
exclusively in the shares of a specified Fund.
 
SURRENDER  CHARGE. A charge imposed upon total  surrender or lapse of the Policy
during the first 15 Policy Years and the first 15 years following any  requested
   increase  in Face  Amount. The  Surrender Charge  consists of  the Contingent
   Deferred Administrative Charge and the Contingent Deferred Sales Charge.  See
   "Deductions and Charges -- Surrender Charge" at page 26.
 
SURRENDER  CHARGE GUIDELINE. An amount used  in calculating Sales Charge Refunds
(see "Sales Charge Refund" at  page 29) and in  calculating the sales charge  on
   requested  increases in Face Amount (see "Deductions and Charges -- Surrender
   Charge --  Contingent Deferred  Sales Charge  Calculation" at  page 28).  The
   Surrender  Charge Guideline  will equal the  amount obtained  by dividing the
   Face Amount or the  amount of a  requested increase, as the  case may be,  by
   $1,000,  and multiplying the result by the applicable factor from Appendix E.
   The Surrender Charge Guideline  factors included in Appendix  E are based  on
   certain provisions of Rule 6e-3(T), adopted by the SEC.
 
UNIT VALUE. The unit measure by which the value of the Policy's interest in each
Sub-Account is determined. See Appendix B.
 
VALUATION  DATE. Each day the New York Stock Exchange is open for trading or any
other day on which there is sufficient trading in a Fund's portfolio  securities
   to  materially affect  the Unit Value  in the  corresponding Sub-Account. See
   Appendix B.
 
VALUATION PERIOD. The period between two successive Valuation Dates,  commencing
at the close of business of a Valuation Date and ending at the close of business
   of the next Valuation Date. See Appendix B.
 
VARIABLE  ACCOUNT. Select*Life  Variable Account, a  separate investment account
established by us to receive and invest Net Premiums paid under the Policy.  See
   "The Variable Account" at page 14.
 
VARIABLE  ACCUMULATION VALUE. The value attributable to a specific Policy to the
extent such amount is  attributable to the  Variable Account. See  "Accumulation
   Value" and Appendix B.
 
VARIABLE  AMOUNT OPTION.  One of two  Death Benefit Options  available under the
Policy. Under this option, the Death Benefit  is the greater of the Face  Amount
   plus the Accumulation Value of the
 
                                       8
<PAGE>
   Policy,  or the  corridor percentage of  Accumulation Value  on the Valuation
   Date on or next following the date of the Insured's death. See "Death Benefit
   -- Death Benefit Options" at page 16.
 
VIPF. Variable Insurance Products Fund
   Money Market Portfolio
   High Income Portfolio
   Equity-Income Portfolio
   Growth Portfolio
   Overseas Portfolio
 
VIPF II. Variable Insurance Products Fund II
   Investment Grade Bond Portfolio
   Asset Manager Portfolio
   Index 500 Portfolio
   Contrafund Portfolio
 
WE, US, OUR. Northwestern National Life Insurance Company.
 
YOU, YOUR. The Policy owner as designated  in the application for the Policy  or
as  subsequently changed. If a Policy has been absolutely assigned, the assignee
   is the Policy owner. A collateral assignee is not the Policy owner.
 
                                       9
<PAGE>
PART 1. SUMMARY
 
    This is a brief summary of the Policy's features. More detailed  information
follows later in this Prospectus.
 
HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE?
    Like traditional life insurance:
 
    - The  Policy  provides  a  guaranteed  minimum  amount  of  life  insurance
      coverage.
 
    - As long as you meet the requirements for the Death Benefit Guarantee, your
      Policy will remain  in force  until the Insured  reaches Age  65 (or  five
      Policy Years, if longer).
 
    - You  can surrender the Policy while the  Insured is living and receive its
      Cash Surrender Value.
 
    - The Policy has a loan value.
 
    - The Fixed Accumulation Value is guaranteed.
 
    Unlike traditional life insurance:
 
    - You choose where the Net Premiums for the Policy are invested.
 
    - You may transfer existing values among the investment options.
 
    - The Variable  Accumulation Value  may increase  or decrease  based on  the
      investment performance of the Funds you select.
 
    - You choose between two Death Benefit Options.
 
    - You choose the amount and frequency of your premium payments.
 
    - After  the  second Policy  Year,  you can  increase  or decrease  the Face
      Amount.
 
WHAT IS THE DEATH BENEFIT?
    You choose one of two  Death Benefit Options --  the Level Amount Option  or
the  Variable Amount Option. The Death Benefit  under the Level Amount Option is
the greater of the Face Amount or the corridor percentage of Accumulation  Value
on  the Valuation Date on or next following the date of the Insured's death. The
Death Benefit under the Variable  Amount Option is equal  to the greater of  the
Face  Amount  plus  the  Accumulation  Value,  or  the  corridor  percentage  of
Accumulation Value on the Valuation  Date on or next  following the date of  the
Insured's death. See "Death Benefit".
 
    The  proceeds  payable upon  the  death of  the  Insured under  either Death
Benefit Option  will  be reduced  by  any Loan  Amount  and any  unpaid  Monthly
Deductions.
 
    The  Death Benefit will  never be less than  the Face Amount  as long as the
Policy is in force and there is no Loan Amount or unpaid Monthly Deductions.
 
    Under certain circumstances a part of the  Death Benefit may be paid to  you
when  the  Insured  has  been  diagnosed  as  having  a  terminal  illness.  See
"Accelerated Benefit Rider".
 
WHAT FLEXIBILITY DO YOU HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?
    After the  second Policy  Year, you  have flexibility  to adjust  the  Death
Benefit  by increasing  or decreasing the  Face Amount. You  cannot decrease the
Face Amount below the Minimum Face Amount  shown in the Policy. Any increase  in
the  Face Amount may require additional evidence of insurability satisfactory to
us and will result in additional charges.  See "Death Benefit -- Change in  Face
Amount".
 
    Generally,  you may also change  the Death Benefit Option  at any time after
the second Policy  Year. See "Death  Benefit Option --  Change in Death  Benefit
Option".
 
    For  a discussion of available techniques  to adjust the amount of insurance
protection to satisfy changing insurance needs, see "Death Benefit --  Insurance
Protection".
 
WHAT IS THE DEATH BENEFIT GUARANTEE?
    Until  the Insured reaches Age 65 (or  five Policy Years, if longer), if you
meet the requirements  for the Death  Benefit Guarantee we  will not lapse  your
Policy,  even if the Cash Surrender Value is not sufficient to cover the Monthly
Deduction that is due. See "Death Benefit Guarantee".
 
                                       10
<PAGE>
IF THE DEATH BENEFIT GUARANTEE IS NOT IN EFFECT, WHAT WILL CAUSE THE POLICY TO
LAPSE?
    The Policy will only lapse if the Cash Surrender Value plus any Sales Charge
Refund is less than the Monthly Deduction due  and if a grace period of 61  days
expires  without a sufficient payment. The  Policy thus differs in two important
respects from traditional life  insurance. First, the failure  to pay a  Planned
Periodic  Premium will not automatically cause the Policy to lapse. Second, even
if Planned Periodic Premiums have been  paid, the Policy may lapse. See  "Policy
Lapse and Reinstatement -- Lapse".
 
WHAT IS THE FIXED ACCOUNT?
    The  Fixed Account  consists of all  of our  assets other than  those in our
separate accounts (including  the Variable  Account). We credit  interest of  at
least  4% per year  on any amounts you  have in the Fixed  Account. From time to
time we may guarantee interest in excess  of 4%. Interests in the Fixed  Account
have  not been  registered under  the Securities  Act of  1933 nor  is the Fixed
Account subject to the restrictions of  the Investment Company Act of 1940.  See
Appendix A, "The Fixed Account".
 
WHAT IS THE VARIABLE ACCOUNT?
    The  Select*Life  Variable Account  is one  of  our separate  accounts. Only
premiums from our variable life insurance policies are invested in the  Variable
Account. See "The Variable Account".
 
    The  Variable Account  is divided  into Sub-Accounts.  Premiums allocated to
each Sub-Account are invested in shares, at net asset value, of the Fund related
to that Sub-Account.  The Variable Accumulation  Value of the  Policy will  vary
with,  among  other things,  the investment  performance of  the Funds  to which
Policy premiums  are  allocated  and  the charges  deducted  from  the  Variable
Accumulation Value. See "Accumulation Value".
 
WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?
    Fidelity  Management & Research Company is  the investment adviser of VIPF's
five portfolios and of VIPF II's four portfolios.
 
    Northstar Investment Management  Corporation, an affiliate  of ours, is  the
investment adviser of Northstar's two funds.
 
    Putnam  Investment Management, Inc. ("Putnam  Management") is the investment
adviser of PCM's six funds.
 
WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED?
    With certain restrictions, you can choose when you pay premiums and how much
each payment will  be. In most  cases, however, payment  of cumulative  premiums
sufficient  to maintain the Death Benefit Guarantee will be required to keep the
Policy in  force during  at least  the first  several Policy  Years (see  "Death
Benefit  Guarantee"). We may choose not to accept a payment of less than $25.00.
We do, however, reserve the right to limit the amount of any payment and certain
maximum limits apply. We will return to you any premium paid to the extent  that
total  premiums paid, both  scheduled and unscheduled,  would exceed the current
maximum premium payments allowed for life  insurance under Federal tax law.  See
"Payment and Allocation of Premiums -- Amount and Timing of Premiums".
 
HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS?
    You  choose  the premium  allocation on  the  application. You  can allocate
premiums to the Fixed  Account and/or one or  more Sub-Accounts of the  Variable
Account.  The Fixed Account is not available to allocate premiums under policies
issued in New Jersey.  The initial allocation remains  in effect for any  future
premium payments until you change it. See "Payment and Allocation of Premiums --
Allocation of Premiums".
 
WHAT CHARGES DO WE MAKE AGAINST EACH PREMIUM PAYMENT?
    We  deduct  an amount  (the Premium  Expense Charge)  from each  premium and
credit the remaining premium (the  Net Premium) to the  Fixed Account or to  the
Variable  Account  in accordance  with  your instructions.  The  Premium Expense
Charge is 5.00% of  each premium payment,  which consists of  a sales charge  of
2.50%  and a premium tax charge of 2.50%. Although we do not currently do so, we
may choose to make an  additional charge of up to  $2.00 per premium payment  as
part  of  the Premium  Expense  Charge to  reimburse  us for  premium processing
expenses. See "Deductions and Charges -- Premium Expense Charge".
 
                                       11
<PAGE>
WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE?
    The Accumulation Value of  the Policy is subject  to several charges --  the
Monthly Deduction and transfer and partial withdrawal charges.
 
    The  Monthly  Deduction  will  be  deducted  monthly  from  both  the  Fixed
Accumulation Value and the Variable Accumulation Value and includes the cost  of
insurance,  the Monthly Administrative Charge, the Monthly Mortality and Expense
Risk Charge, and charges for optional insurance benefits. The cost of  insurance
will  be determined by  multiplying the applicable cost  of insurance rate(s) by
the net amount at risk. The Monthly Administrative Charge is currently $8.25 per
month and is guaranteed  not to exceed $12.00  per month. The Monthly  Mortality
and  Expense Risk Charge will be equal to  one-twelfth of .9 of 1% (.90%) of the
Variable Accumulation Value (that is, the total value attributable to a specific
Policy in the  Sub-Accounts of the  Variable Account) of  the Policy during  the
first 10 Policy Years. Beginning on Policy Year 11 and each year thereafter this
monthly  charge will be one-twelfth of .45 of 1% (.45%) guaranteed not to exceed
 .9 of  1% (.90%)  for  the duration  of the  Policy.  The charges  for  optional
insurance  benefits  will  vary  depending  upon  the  benefit(s)  selected. See
"Deductions and Charges -- Monthly Deduction".
 
    There is currently  no charge  imposed for  each transfer  but we  presently
charge  $10.00 for each partial withdrawal. The charge for transfers and partial
withdrawals  is  guaranteed  not  to  exceed  $25.00  per  transfer  or  partial
withdrawal.  See  "Deductions and  Charges  -- Transfer  and  Partial Withdrawal
Charges".
 
WHAT CHARGES DO WE MAKE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY?
    During the first  15 years the  Policy is in  force and the  first 15  years
following  a requested  increase in the  Face Amount,  there is a  charge if the
Policy lapses or you surrender the Policy (the Surrender Charge). The  Surrender
Charge  consists of  the Contingent Deferred  Sales Charge to  recover our sales
expenses, and  the  Contingent Deferred  Administrative  Charge to  recover  our
policy issue expenses. See "Deductions and Charges -- Surrender Charge".
 
    The  maximum  Contingent Deferred  Sales Charge  and the  maximum Contingent
Deferred Administrative Charge on the initial  Face Amount and on any  requested
increases  in  Face Amount  will be  determined on  the Policy  Date and  on the
effective date of any such requested increase, as the case may be. These maximum
charges then remain level  during the first five  years in the relevant  15-year
period,  and then reduce in  equal monthly increments until  they become zero at
the end of  15 years. Thus,  if the Policy  remains in force  during the  entire
relevant 15-year period, you do not pay this charge.
 
    The  Contingent Deferred  Administrative Charge  on the  initial Face Amount
will depend upon the initial Face Amount. The Contingent Deferred Administrative
Charge on any requested increase in Face Amount will depend upon the Face Amount
of the increase.  During the first  five years in  the relevant 15-year  period,
this charge is $5.00 per $1,000 of Face Amount.
 
    The  Contingent Deferred Sales Charge on the initial Face Amount will depend
upon the initial  Face Amount, the  Insured's Age  on the Policy  Date, and  the
Insured's sex. The Contingent Deferred Sales Charge on any requested increase in
Face  Amount will depend upon the Face Amount of the increase, the Insured's Age
on the effective date of the increase, and the Insured's sex (see Appendix D).
 
    The Contingent  Deferred  Sales  Charge applicable  to  Policies  issued  in
Massachusetts  and Montana will not be affected by the Insured's sex. Therefore,
the Contingent Deferred  Sales Charge applied  to Policies issued  in these  two
states  will differ  from the  charge made on  Policies issued  in other states.
Also, the  Contingent  Deferred  Sales  Charge applied  to  Policies  issued  in
Pennsylvania  may  be higher  or lower  than  in other  states depending  on the
Insured's Age and sex.
 
    The  Surrender  Charge  imposed  upon  early  surrender  or  lapse  will  be
significant.  As a  result, you should  purchase a  Policy only if  you have the
financial capability to keep it in force for a substantial period of time.
 
WHAT IS THE VALUE OF THE POLICY IF YOU SURRENDER IT?
    In general, the Cash Surrender Value is the amount you would receive if  you
surrender  the Policy. To determine the  Cash Surrender Value, your Accumulation
Value is reduced by the Surrender Charge, if any, and any Loan Amount and unpaid
Monthly Deductions. During the first two Policy
 
                                       12
<PAGE>
Years and the first two Policy Years  following an increase in the Face  Amount,
you  may also be entitled to a refund of a portion of any charges made for sales
expenses. See "Surrender Benefits -- Total Surrender" and "Sales Charge Refund".
 
CAN YOU MAKE PARTIAL WITHDRAWALS?
    Yes, you can withdraw part of your Cash Surrender Value. You will not  incur
a  Surrender Charge, but partial withdrawals are subject to a processing charge.
We currently make  a $10.00 charge  for each partial  withdrawal. The charge  is
guaranteed  not  to  exceed  $25.00 per  partial  withdrawal.  Only  one partial
withdrawal is allowed  in any Policy  Year. See "Surrender  Benefits --  Partial
Withdrawal".
 
WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS?
    You  have a limited free look period during which you have a right to return
the Policy  and receive  a  refund of  all premiums  paid.  See "Free  Look  and
Conversion Rights -- Free Look Rights". The Policy must be returned to us by the
latest of:
 
    - Midnight of the 20th day after you receive it;
 
    - Midnight  of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your application for the Policy is
      signed.
 
    Also, the Policy may in effect be converted in whole or in part to a  "fixed
benefit"  policy  (providing  benefits  that do  not  vary  with  the investment
performance of the Variable Account) at any time by transferring all or part  of
the  Accumulation Value  of the  Policy from the  Variable Account  to the Fixed
Account. For policies issued in Connecticut and New Jersey, the conversion right
may be exercised  by transferring to  a different permanent  fixed benefit  life
insurance  policy offered by us  in those states. See  "Free Look and Conversion
Rights -- Conversion Rights".
 
    Similar free  look and  conversion rights  will be  available for  requested
increases in the Face Amount. See "Free Look and Conversion Rights".
 
CAN YOU TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT?
    Subject  to  certain restrictions,  you  can transfer  all  or part  of your
Accumulation Value between the  investment options of  the Policy. We  currently
allow  up to  twelve transfers  per year. Transfers  from the  Fixed Account are
subject to certain additional restrictions. We reserve the right to limit you to
four transfers per year and to make a charge for each transfer. (Transfers to or
from the Fixed Account are not available for policies issued in New Jersey.)  We
currently  make no charge  for each transfer.  This charge is  guaranteed not to
exceed $25.00 per transfer. To the extent, however, that you request a  transfer
from  the Variable  Account to the  Fixed Account in  connection with exercising
your conversion rights under the Policy (see "Free Look and Conversion Rights --
Conversion Rights"), the limit  on the number of  transfers and the charge  will
not apply. See "Transfers".
 
CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?
    At  any time after  the first Policy Year,  you can borrow up  to 75% of the
Cash Value  of  the  Policy  less  any existing  Loan  Amount.  (In  Texas,  the
percentage is 100% and in Alabama, Maryland and Virginia, the percentage is 90%.
In  Indiana you can borrow up to 75% of  the Cash Value of the Policy during the
first Policy Year.) Each loan  must be at least  $500, except in Connecticut  it
must  be at least $200. Interest is payable  in advance for each Policy Year and
accrues daily at an effective annual rate  that will not exceed 8.00% (which  is
7.40%  when payable  in advance).  After the tenth  Policy Year,  we will charge
interest at an annual rate of 5.50% (which is 5.21% when payable in advance)  on
the  portion of your Loan  Amount that is not in  excess of (a) the Accumulation
Value, less (b) the total of all  premiums paid net of all partial  withdrawals.
See "Policy Loans".
 
ARE DEATH BENEFIT PROCEEDS TAXABLE INCOME TO THE BENEFICIARY?
    Under  current Federal  tax law,  as long  as the  Policy qualifies  as life
insurance the Death Benefit under the Policy will be subject to the same Federal
income tax treatment as proceeds  of traditional life insurance. Therefore,  the
Death  Benefit should not be taxable income to the beneficiary. See "Federal Tax
Matters -- Policy Proceeds".
 
                                       13
<PAGE>
ARE ACCUMULATION VALUE INCREASES INCLUDED IN YOUR TAXABLE INCOME?
    Under current  Federal tax  law, as  long as  the Policy  qualifies as  life
insurance  Accumulation Value increases will also be subject to the same Federal
income tax treatment as traditional  life insurance cash values. Therefore,  any
increases should accumulate on a tax deferred basis. See "Federal Tax Matters --
Policy Proceeds".
 
WILL EXERCISING CERTAIN POLICY RIGHTS HAVE TAX CONSEQUENCES?
    A  change of owners,  a partial withdrawal,  a total surrender,  or a Policy
loan may have tax  consequences depending on  the particular circumstances.  See
"Federal Tax Matters -- Policy Proceeds".
 
WHO SELLS THE POLICIES?
    The  Policies are sold by licensed  insurance agents who are also registered
representatives of broker-dealers registered  under the Securities Exchange  Act
of  1934 and who are members of  the National Association of Securities Dealers,
Inc. Washington Square Securities, Inc., an affiliate of ours, is the  Principal
Underwriter of the Policies. See "Distribution of the Policies".
 
PART 2. DETAILED INFORMATION
 
NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
 
    We  are a  stock life insurance  company organized in  1885 and incorporated
under the  laws  of  the State  of  Minnesota.  Effective January  3,  1989,  we
converted  from  a stock  and  mutual life  insurance  company to  a  stock life
insurance company,  and  through a  merger,  we became  a  direct,  wholly-owned
subsidiary  of ReliaStar Financial Corp. (formerly  known as The NWNL Companies,
Inc.). We offer individual life  insurance and annuities, employee benefits  and
retirement   contracts.   The  Policies   described   in  this   Prospectus  are
nonparticipating. On  a  consolidated  basis,  we  have  $178  billion  of  life
insurance  in force and our  assets are $15.5 billion. Our  Home Office is at 20
Washington Avenue South, Minneapolis, Minnesota 55401 (telephone 612-372-5507).
 
THE VARIABLE ACCOUNT
 
    The Variable Account is a Separate Account of ours, established by the Board
of Directors on October 11, 1984 pursuant to the laws of the State of Minnesota.
The Variable Account will receive and invest the Net Premiums paid and allocated
to it under this  Policy. In addition, the  Variable Account currently  receives
and  invests net  premiums for another  class of flexible  premium variable life
insurance policy  and  may do  so  for additional  classes  in the  future.  The
Variable  Account meets the definition of a "separate account" under the federal
securities laws and has been registered with the SEC as a unit investment  trust
under  the Investment  Company Act  of 1940.  The registration  does not involve
supervision by the SEC of the management or investment policies or practices  of
the Variable Account, us, or the Funds.
 
    We own the assets of the Variable Account. However, the Minnesota laws under
which  the Variable  Account was established  provide that  the Variable Account
cannot be charged  with liabilities  arising out of  any other  business we  may
conduct.  We are  required to maintain  assets which  are at least  equal to the
reserves and other liabilities of the  Variable Account. We may transfer  assets
which  exceed these reserves  and liabilities to our  general account (the Fixed
Account).
 
    For a description of the Fixed Account, see Appendix A to this Prospectus.
 
PERFORMANCE INFORMATION
 
    Performance information for the Sub-Accounts of the Variable Account and the
Funds  available  for  investment  by   the  Variable  Account  may  appear   in
advertisements,  sales literature,  or reports  to Policy  owners or prospective
purchasers. Performance information for the Sub-Accounts will reflect deductions
of Fund  expenses and  be adjusted  to reflect  the Mortality  and Expense  Risk
Charge,  but  will not  reflect  deductions for  the  cost of  insurance  or the
Surrender Charge. Quotations of  performance information for  the Funds will  be
accompanied   by  performance  information  for  the  Sub-Accounts.  Performance
information for the Funds  will take into  account all fees  and charges at  the
Fund  level,  but will  not reflect  any deductions  from the  Variable Account.
Performance  information  reflects  only  the  performance  of  a   hypothetical
investment  during a particular time period in which the calculations are based.
Performance information showing total returns  and average annual total  returns
may be provided for periods prior to the date a Sub-Account commenced operation.
Such performance information will be calculated based on the assumption that the
Sub-Accounts  were in existence for the same  periods as those indicated for the
Funds, with the level of charges at the Variable
 
                                       14
<PAGE>
Account  level  that  were  in  effect at  the  inception  of  the Sub-Accounts.
Performance  information  should  be  considered  in  light  of  the  investment
objectives  and policies,  characteristics and quality  of the  portfolio of the
Fund in which  the Sub-Account  invests, and  the market  conditions during  the
given  period of time, and should not  be considered as a representation of what
may be achieved in the future.
 
    We may  also provide  individualized  hypothetical illustrations  of  Policy
Accumulation  Value, Cash Surrender Value and  Death Benefit based on historical
investment returns of the Funds. These illustrations will reflect deductions for
Fund expenses and  Policy and  Variable Account charges,  including the  Monthly
Deduction,  Premium Expense Charge and  the Surrender Charge. These hypothetical
illustrations will be based on the actual historical experience of the Funds  as
if  the Sub-Accounts  had been  in existence  and a  Policy issued  for the same
periods as those indicated for the Funds.
 
    Performance of the Sub-Accounts  and/or the Funds as  reported from time  to
time  in advertisements and  sales literature may be  compared to other variable
life insurance issuers in general or  to the performance of particular types  of
variable life insurance policies investing in mutual funds, or investment series
of  mutual funds with investment objectives similar to each of the Sub-Accounts,
whose performance is reported by Lipper Analytical Services, Inc. ("Lipper") and
Morningstar, Inc.  ("Morningstar")  or  reported  by  other  series,  companies,
individuals  or other  industry or  financial publications  of general interest,
such as  FORBES,  MONEY,  THE  WALL STREET  JOURNAL,  BUSINESS  WEEK,  BARRON'S,
CHANGING  TIMES, and  FORTUNE. Lipper  and Morningstar  are independent services
which monitor and rank  the performances of variable  life insurance issuers  in
each of the major categories of investment objectives on an industry-wide basis.
 
    Lipper's and Morningstar's rankings include variable annuity issuers as well
as  variable life insurance issuers. The performance analysis prepared by Lipper
and Morningstar  ranks such  issuers  on the  basis  of total  return,  assuming
reinvestment  of distributions, but does not take sales charges, redemption fees
or certain expense deductions at the separate account level into consideration.
 
    We may also compare the performance  of each Sub-Account in advertising  and
sales literature to the Standard & Poor's Index of 500 common stocks and the Dow
Jones  Industrials, which are widely used  measures of stock market performance.
We may  also  compare  the  performance of  each  Sub-Account  to  other  widely
recognized  indices. Unmanaged indices may assume the reinvestment of dividends,
but typically do  not reflect any  "deduction" for the  expense of operating  or
managing an investment portfolio.
 
THE POLICIES
 
    The  Policies are  flexible premium  variable life  insurance contracts with
death benefits, cash values,  and other features  of traditional life  insurance
contracts.  They are "flexible premium" because premiums  do not have to be paid
according to  a fixed  schedule.  They are  "variable"  because, to  the  extent
Accumulation  Value is attributable to the Variable Account, Accumulation Values
and, under certain circumstances, the  Death Benefit will increase and  decrease
based  on the  investment performance  of the Funds  to which  you allocate your
premium payments.
 
DEATH BENEFIT
 
    Like traditional life insurance, we pay a death benefit if the Insured  dies
while the Policy is in force. The proceeds payable upon the death of the Insured
will  be the Death  Benefit (see "Death  Benefit Options" below)  reduced by any
Loan Amount and unpaid Monthly  Deductions. All or part  of the proceeds may  be
paid  in  cash to  your beneficiaries  or under  one or  more of  the settlement
options we offer (see "General Provisions -- Settlement Options").
 
    The Policy provides two Death Benefit  Options: the Level Amount Option  and
the  Variable  Amount  Option.  You  choose  the  Death  Benefit  Option  on the
application for the Policy. Subject to  certain limitations, you can change  the
Death  Benefit Option after issuance of the Policy. See "Death Benefit -- Change
in Death Benefit Option".
 
    The Death Benefit may vary with  the Policy's Accumulation Value. Under  the
Level  Amount Option,  the Death  Benefit will  only vary  with the Accumulation
Value whenever the Accumulation Value multiplied by the corridor percentage (see
"Death Benefit Options -- Level Amount  Option") exceeds the Face Amount of  the
Policy. The Death Benefit under the Variable Amount Option will always vary with
the Accumulation Value because the Death Benefit equals the Face Amount plus the
 
                                       15
<PAGE>
Accumulation  Value, or the corridor percentage of the Accumulation Value. Under
either Death Benefit Option, however, the Death Benefit will never be less  than
the  current Face Amount of the  Policy and will be payable  only as long as the
Policy remains in force.
 
    In addition to affecting the amount of the Death Benefit as described above,
the Accumulation  Value generally  determines  how long  the Policy  remains  in
force.  See "Policy  Lapse and  Reinstatement". This  means that,  to the extent
Accumulation Value  is  attributable to  the  Variable Account,  the  investment
performance  of the Variable  Account (and the underlying  Funds) may affect the
duration of the Policy by affecting  the amount of Accumulation Value. You  bear
the  investment  risk with  respect  to any  amounts  allocated to  the Variable
Account. If,  however, the  Death Benefit  Guarantee is  in effect  (see  "Death
Benefit Guarantee"), the Policy will stay in force until the Insured reaches Age
65  (or  five  Policy  Years,  if  longer)  without  regard  to  the  investment
performance under the Policy.
 
    Appendix  C  illustrates  Accumulation   Values,  Surrender  Charges,   Cash
Surrender  Values,  and  Death  Benefits assuming  different  levels  of premium
payments and investment returns for selected Ages and Face Amounts.
 
DEATH BENEFIT OPTIONS
    The Level Amount Option and the Variable Amount Option are described below.
 
    LEVEL AMOUNT OPTION. The  Death Benefit is the  greater of the current  Face
Amount  of the Policy  or the corridor  percentage of Accumulation  Value on the
Valuation Date  on  or next  following  the date  of  the Insured's  death.  The
corridor  percentage is 250% for an Insured  Age 40 or below, and the percentage
declines with increasing Ages as shown in the Corridor Percentage Table on  page
17.  Accordingly, under  the Level Amount  Option the Death  Benefit will remain
level unless the corridor percentage  of Accumulation Value exceeds the  current
Face  Amount, in  which case the  amount of the  Death Benefit will  vary as the
Accumulation Value varies.
 
    ILLUSTRATION OF  LEVEL AMOUNT  OPTION. For  purposes of  this  illustration,
assume that the Insured is under Age 40, and that there is no Loan Amount. Under
the  Level Amount Option,  a Policy with  a $100,000 Face  Amount will generally
have a $100,000 Death Benefit. However, because the Death Benefit must be  equal
to  or be greater than 250% of the Accumulation Value, any time the Accumulation
Value of the Policy exceeds $40,000, the Death Benefit will exceed the  $100,000
Face  Amount.  Each  additional dollar  added  to the  Accumulation  Value above
$40,000 will increase  the Death  Benefit by  $2.50. Thus,  if the  Accumulation
Value exceeds $40,000 and increases by $100 because of investment performance or
premium  payments, the Death Benefit will increase  by $250. A Policy owner with
an Accumulation Value of $50,000 will be entitled to a Death Benefit of $125,000
($50,000 X 250%); an Accumulation Value of $75,000 will yield a Death Benefit of
$187,500 ($75,000 X 250%);  and an Accumulation Value  of $100,000 will yield  a
Death Benefit of $250,000 ($100,000 X 250%).
 
    Similarly,  as long as  the Accumulation Value  exceeds $40,000, each dollar
taken out of the Accumulation Value will reduce the Death Benefit by $2.50.  If,
for  example, the Accumulation Value is  reduced from $75,000 to $70,000 because
of partial withdrawals, charges, or  negative investment performance, the  Death
Benefit  will be reduced from $187,500 to $175,000. If at any time, however, the
Accumulation Value multiplied by the corridor  percentage is less than the  Face
Amount, the Death Benefit will equal the current Face Amount of the Policy.
 
    The corridor percentage becomes lower as the Insured's Age increases. If the
current  Age of  the Insured  in the  illustration above  were, for  example, 50
(rather than under  Age 40), the  corridor percentage would  be 185%. The  Death
Benefit  would not exceed the $100,000 Face Amount unless the Accumulation Value
exceeded approximately $54,055 (rather than $40,000), and each $1 then added  to
or  taken from the  Accumulation Value would  change the Death  Benefit by $1.85
(rather than $2.50).
 
                                       16
<PAGE>
                           CORRIDOR PERCENTAGE TABLE
 
<TABLE>
<CAPTION>
    Insured's Age on
     Previous Policy         Corridor Percentage
       Anniversary          of Accumulation Value
- -------------------------  -----------------------
<S>                        <C>
      40 or younger                     250%
           41                           243
           42                           236
           43                           229
           44                           222
           45                           215
           46                           209
           47                           203
           48                           197
           49                           191
           50                           185
           51                           178
           52                           171
           53                           164
           54                           157
           55                           150
           56                           146
           57                           142
           58                           138
           59                           134
           60                           130
           61                           128
           62                           126
           63                           124
           64                           122
           65                           120
           66                           119
           67                           118
           68                           117
           69                           116
           70                           115
           71                           113
           72                           111
           73                           109
           74                           107
          75-90                         105
           91                           104
           92                           103
           93                           102
           94                           101
           95                           100
</TABLE>
 
    VARIABLE AMOUNT OPTION.  The Death Benefit  is equal to  the greater of  the
current  Face Amount plus the Accumulation Value  of the Policy, or the corridor
percentage of the Accumulation Value on the Valuation Date on or next  following
the  date of the Insured's death. The corridor percentage is 250% for an Insured
Age 40 or below, and the percentage declines with increasing Age as shown in the
Corridor Percentage Table above. Accordingly,  under the Variable Amount  Option
the  amount of  the Death  Benefit will  always vary  as the  Accumulation Value
varies.
 
    ILLUSTRATION OF VARIABLE AMOUNT OPTION.  For purposes of this  illustration,
assume  that the Insured is under Age 40 and that there is no Loan Amount. Under
the Variable  Amount  Option, a  Policy  with a  Face  Amount of  $100,000  will
generally pay a Death Benefit of $100,000 plus the Accumulation Value. Thus, for
example,  a  Policy with  an Accumulation  Value  of $20,000  will have  a Death
Benefit of $120,000 ($100,000 + $20,000); an Accumulation Value of $40,000  will
yield a Death Benefit of
 
                                       17
<PAGE>
$140,000 ($100,000 + $40,000). The Death Benefit, however, must be at least 250%
of  the Accumulation Value. As a result, if the Accumulation Value of the Policy
exceeds approximately $66,667, the Death Benefit  will be greater than the  Face
Amount  plus the Accumulation Value. Each  additional dollar of the Accumulation
Value above  $66,667 will  increase the  Death Benefit  by $2.50.  Thus, if  the
Accumulation  Value exceeds $66,667 and increases  by $100 because of investment
performance or premium  payments, the  Death Benefit  will increase  by $250.  A
Policy  owner with an Accumulation Value of  $75,000 will be entitled to a Death
Benefit of $187,500  ($75,000 X 250%);  an Accumulation Value  of $100,000  will
yield  a Death Benefit of $250,000 ($100,000  X 250%); and an Accumulation Value
of $125,000 will yield a Death Benefit of $312,500 ($125,000 X 250%).
 
    Similarly, any  time the  Accumulation Value  exceeds $66,667,  each  dollar
taken  out of the Accumulation Value will reduce the Death Benefit by $2.50. If,
for example, the Accumulation Value is  reduced from $75,000 to $70,000  because
of  partial withdrawals, charges, or  negative investment performance, the Death
Benefit will be reduced from $187,500 to $175,000. If at any time, however,  the
Accumulation  Value multiplied by the corridor  percentage is less than the Face
Amount plus the Accumulation Value, then  the Death Benefit will be the  current
Face Amount plus the Accumulation Value of the Policy.
 
    The corridor percentage becomes lower as the Insured's Age increases. If the
current  Age of  the Insured  in the  illustration above  were, for  example, 50
(rather than under 40), the corridor percentage would be 185%. The amount of the
Death Benefit would be  the sum of the  Accumulation Value plus $100,000  unless
the  Accumulation Value  exceeded approximately $117,647  (rather than $66,667),
and each $1 then added to or taken from the Accumulation Value would change  the
Death Benefit by $1.85 (rather than $2.50).
 
WHICH DEATH BENEFIT OPTION TO CHOOSE
    If  you prefer to have premium payments and favorable investment performance
reflected partly in the form of  an increasing Death Benefit, you should  choose
the  Variable  Amount Option.  If  you are  satisfied  with the  amount  of your
existing insurance coverage and  prefer to have  premium payments and  favorable
investment  performance  reflected to  the  maximum extent  in  the Accumulation
Value, you should choose the Level Amount Option.
 
REQUESTED CHANGES IN FACE AMOUNT
    Subject to certain limitations, you may  request an increase or decrease  in
the  Face Amount. No increase  or decrease in the  Face Amount will be permitted
during the first two Policy Years.
 
    INCREASES. For an  increase in the  Face Amount, a  written request must  be
submitted  to  us.  We  may also  require  additional  evidence  of insurability
satisfactory to  us. The  effective date  of the  increase will  be the  Monthly
Anniversary  on or next following our approval of the increase. The increase may
not be less  than $5,000 and  no increase  will be permitted  after the  Insured
reaches  Age 75. We  will deduct any  charges associated with  the increase (the
increases in the cost of insurance and the Surrender Charge upon lapse or  total
surrender  -- see "Effect of  Requested Changes in Face  Amount" below) from the
Accumulation Value, whether or not you  pay an additional premium in  connection
with  the increase. You will  be entitled to limited  free look, conversion, and
refund rights with  respect to requested  increases in Face  Amount. See  "Sales
Charge Refund" and "Free Look and Conversion Rights".
 
    DECREASES. For a decrease in the Face Amount, a written request must also be
submitted  to  us. Any  decrease in  the Face  Amount will  be effective  on the
Monthly Anniversary on or next following  our receipt of a written request.  You
cannot request a decrease in the Face Amount more frequently than once every six
months.  The Face Amount remaining in force after any requested decrease may not
be less than  the Minimum Face  Amount shown  in the Policy.  Under our  current
policies,  the  Minimum Face  Amount is  $25,000,  but we  reserve the  right to
establish a  different  Minimum Face  Amount  in  the future.  If,  following  a
decrease  in Face Amount, the  Policy would no longer  qualify as life insurance
under Federal  tax law  (see  "Federal Tax  Matters  -- Policy  Proceeds"),  the
decrease will be limited to the extent necessary to meet these requirements.
 
    For  purposes of  determining the cost  of insurance, decreases  in the Face
Amount will be applied to reduce the current Face Amount in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
    (b) The next most recent increases successively; and
 
    (c) The Face Amount when the Policy was issued.
 
                                       18
<PAGE>
    By reducing  the  current  Face  Amount  in  this  manner,  the  Rate  Class
applicable  to the most recent increase in Face Amount will be eliminated first,
then the Rate Class applicable to the next most recent increase, and so on,  for
the  purposes of calculating the cost  of insurance. This assumption will affect
the cost of insurance under the Policy only if different Rate Classes have  been
applied  to the  current Face  Amount. A Rate  Class is  a group  of Insureds we
determine based  upon our  expectation  that they  will have  similar  mortality
experience.  We  currently place  Insureds into  standard  Rate Classes  or into
substandard Rate Classes that  involve a higher mortality  risk (for example,  a
200%  Rate Class  or a 300%  Rate Class).  In an otherwise  identical Policy, an
Insured in the standard Rate Class will  have a lower cost of insurance than  an
Insured in a substandard Rate Class with higher mortality risks. See "Deductions
and Charges -- Monthly Deduction".
 
    For example, assume that the initial Face Amount was $50,000 with a standard
Rate  Class, and that successive increases of  $25,000 (at a Rate Class of 200%)
and $50,000 (at a Rate  Class of 300%) were added.  If a decrease of $50,000  or
less  is requested, the amount of insurance at a 300% Rate Class will be reduced
first. If a decrease  of more than  $50,000 is requested, the  amount at a  300%
Rate  Class will be eliminated, and the excess over $50,000 will next reduce the
amount of insurance at a 200% Rate Class.
 
    EFFECT OF REQUESTED CHANGES IN FACE AMOUNT. An increase or decrease in  Face
Amount  will affect the Monthly Deduction  because the cost of insurance depends
upon the Face  Amount. The charge  for certain optional  insurance benefits  may
also be affected. See "Deductions and Charges -- Monthly Deduction". An increase
in  the Face Amount  will increase the  Surrender Charge, but  a decrease in the
Face Amount  will not  reduce the  Surrender Charge.  The Surrender  Charge  is,
however, imposed only upon lapse or total surrender of the Policy and not upon a
requested  decrease in  Face Amount.  See "Deductions  and Charges  -- Surrender
Charge".
 
    An increase in the Face Amount will increase the Minimum Monthly Premium  as
of  the effective date  of the increase.  Therefore, additional premium payments
may be required to maintain the Death Benefit Guarantee. A decrease in the  Face
Amount  will reduce the Minimum Monthly Premium  as of the effective date of the
decrease. See "Death Benefit Guarantee".
 
    The additional Surrender Charge on a  requested increase in the Face  Amount
will  reduce the Cash Surrender Value (which  is the Accumulation Value less any
Surrender Charge, Loan Amount and  unpaid Monthly Deductions). If the  resulting
Cash  Surrender  Value is  not sufficient  to cover  the Monthly  Deduction, the
Policy may lapse unless  the Death Benefit Guarantee  is in effect. See  "Policy
Lapse and Reinstatement -- Lapse" and "Death Benefit Guarantee".
 
INSURANCE PROTECTION
    You  may increase or decrease the  pure insurance protection provided by the
Policy (that is, the difference between  the Death Benefit and the  Accumulation
Value)  in one  of several  ways as insurance  needs change.  These ways include
increasing or decreasing  the Face Amount  of insurance, changing  the level  of
premium payments, and, to a lesser extent, making a partial withdrawal under the
Policy.  Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:
 
(a) A  decrease in  the Face  Amount will,  subject to  the corridor  percentage
    limitations  (see "Death  Benefit --  Death Benefit  Options"), decrease the
    pure insurance protection  without reducing the  Accumulation Value. If  the
    Face  Amount is  decreased, the  Policy charges  generally will  decrease as
    well. (Note that the Surrender Charge  will NOT be reduced. See  "Deductions
    and Charges -- Surrender Charge".)
 
(b)  An increase in the Face Amount  (which is generally subject to underwriting
    approval -- see "Death  Benefit -- Requested Changes  in Face Amount")  will
    likely  increase the amount  of pure insurance  protection, depending on the
    amount  of  Accumulation  Value   and  the  resultant  corridor   percentage
    limitation.  If the  insurance protection  is increased,  the Policy charges
    generally will increase as well.
 
(c) A partial withdrawal will reduce the Death Benefit. See "Surrender  Benefits
    --  Partial Withdrawal". However, it  has a limited effect  on the amount of
    pure insurance protection and charges under the Policy, because the decrease
    in the Death Benefit  is usually equal to  the amount of Accumulation  Value
    withdrawn.   The  primary  use  of  a  partial  withdrawal  is  to  withdraw
    Accumulation  Value.  Furthermore,  it  results  in  a  reduced  amount   of
    Accumulation Value and increases the possibility that the Policy will lapse.
 
                                       19
<PAGE>
(d) Under the Level Amount Option, until the corridor percentage of Accumulation
    Value  exceeds the Face  Amount, (i) an increased  level of premium payments
    will reduce the  amount of  pure insurance  protection, and  (ii) a  reduced
    level  of  premium  payments  will increase  the  amount  of  pure insurance
    protection.
 
(e)  Under  the  Variable  Amount  Option,  until  the  corridor  percentage  of
    Accumulation  Value exceeds the Face Amount plus the Accumulation Value, the
    level of  premium payments  will not  affect the  amount of  pure  insurance
    protection. (However, both the Accumulation Value and the Death Benefit will
    be  increased  if premium  payments are  increased,  and reduced  if premium
    payments are reduced.)
 
(f) Under either  Death Benefit  Option, if the  Death Benefit  is the  corridor
    percentage  of Accumulation  Value, then (i)  an increased  level of premium
    payments will increase the amount  of pure insurance protection (subject  to
    underwriting  approval -- see "Payment and  Allocation of Premiums -- Amount
    and Timing of Premiums"), and (ii) a reduced level of premium payments  will
    reduce the pure insurance protection.
 
    THE  TECHNIQUES DESCRIBED  IN THIS SECTION  FOR CHANGING THE  AMOUNT OF PURE
    INSURANCE PROTECTION  UNDER  THE  POLICY (FOR  EXAMPLE,  CHANGING  THE  FACE
    AMOUNT,  MAKING A  PARTIAL WITHDRAWAL,  AND CHANGING  THE AMOUNT  OF PREMIUM
    PAYMENTS) MUST  BE  CONSIDERED  TOGETHER WITH  THE  OTHER  RESTRICTIONS  AND
    CONSIDERATIONS DESCRIBED ELSEWHERE IN THIS PROSPECTUS.
 
CHANGE IN DEATH BENEFIT OPTION
    After  the first two Policy Years, you  may change the Death Benefit Option.
You must submit a written request to  change the Death Benefit Option. A  change
in  the Death  Benefit Option  will also  change the  Face Amount.  If the Death
Benefit Option is changed  from the Level Amount  Option to the Variable  Amount
Option, the Face Amount will be decreased by an amount equal to the Accumulation
Value  on the  effective date of  the change.  You cannot change  from the Level
Amount Option to the Variable Amount  Option if the resulting Face Amount  would
fall below the Minimum Face Amount (currently $25,000).
 
    If  the Death Benefit Option  is changed from the  Variable Amount Option to
the Level Amount Option, the Face Amount will be increased by an amount equal to
the Policy's Accumulation Value on the effective date of the change.
 
    An increase or decrease in Face Amount resulting from a change in the  Death
Benefit  Option will  affect the future  Monthly Deductions because  the cost of
insurance depends  upon  the  Face  Amount.  The  charge  for  certain  optional
insurance  benefits may also be affected. See "Deductions and Charges -- Monthly
Deduction". The Surrender Charge, however, will  not be affected by an  increase
or decrease in Face Amount resulting from a change in Death Benefit Option.
 
    Changes  in the Death  Benefit Option do not  require additional evidence of
insurability.
 
ACCELERATED BENEFIT RIDER
    Under certain circumstances, the Accelerated  Benefit Rider allows a  Policy
owner  to accelerate  benefits from the  Policy that would  be otherwise payable
upon the death  of the  Insured. The benefit  may vary  state-by-state and  your
registered  representative should be consulted as  to whether and to what extent
the rider is available in a particular state and on any particular Policy.
 
    Generally, we  will provide  an Accelerated  Benefit if  the Insured  has  a
terminal  illness that will result in the death of the Insured within 12 months,
as certified by a physician.
 
    The Accelerated Benefit will not be more  than 50% of the amount that  would
be  payable at the death  of the Insured. The  Accelerated Benefit will first be
used to pay off any outstanding Policy loans and interest due. The remainder  of
the  Accelerated Benefit will be in a lump sum to the Policy owner. Limitations,
as described in the Accelerated Benefit Rider, may apply.
 
    A lien  will  be  established against  the  Policy  for the  amount  of  the
Accelerated  Benefit plus the administrative charge,  plus interest on the lien.
Any proceeds from the Policy will be  first used to repay this lien. The  Policy
owner's  access to the Cash Value will be reduced by the amount of the lien. The
proceeds payable to the beneficiary will be reduced by the amount of the lien.
 
    The administrative charge will not exceed  $300 and will be assessed at  the
time the benefit is accelerated.
 
                                       20
<PAGE>
    The  premium payable on the  Policy will not be  affected by the Accelerated
Benefit.
 
    Receipt of a benefit  under the Accelerated Benefit  Rider may give rise  to
Federal  or State income  tax. A competent  tax adviser should  be consulted for
further information.
 
    The above information is not intended to be a complete summary of the Rider.
All of the terms and provisions of  the Accelerated Benefit Rider are set  forth
in  the Rider and should be referred to in order to fully ascertain its benefits
and limitations.
 
PAYMENT AND ALLOCATION OF PREMIUMS
 
ISSUING THE POLICY
    To apply  for a  Policy,  an individual  must  complete an  application  and
personally  deliver  it  to  our  licensed agent.  The  minimum  Face  Amount is
currently $25,000, but we reserve the right to specify a different minimum  Face
Amount  in the future for  issuing a new Policy. We  will generally only issue a
Policy to an  applicant Age  75 or less  who supplies  evidence of  insurability
satisfactory  to  us. Acceptance  is subject  to our  underwriting rules  and we
reserve the right to reject an application for any reason permitted by law.
 
    SPONSORED  MARKET  PLANS.   Policies  may  be   purchased  under   sponsored
arrangements where permitted by state law. A "sponsored arrangement" includes an
arrangement  where an employer permits group solicitation of its employees or an
association permits  group solicitations  of  its members  for the  purchase  of
Policies on an individual basis.
 
    All  participants in  sponsored arrangements  are individually underwritten.
Persons purchasing  under  a  sponsored arrangement  may  apply  for  simplified
underwriting.  If simplified underwriting is granted,  the cost of insurance may
increase as a result of  higher than anticipated mortality experience.  However,
any  such increase  will not cause  the cost  of insurance charge  to exceed the
guaranteed rates set forth in the Policy.
 
    COVERAGE. Coverage under a Policy begins on  the later of the Issue Date  or
the  date  we receive  at  least the  minimum  initial premium  (see immediately
following section).  In general,  if the  applicant pays  at least  the  minimum
initial  premium with the application,  the Issue Date will  be the later of the
date of the application or the date  of any medical examination required by  our
underwriting  procedures.  However, if  underwriting  approval has  not occurred
within 45 days after we receive the application or if you authorize premiums  to
be  paid by bank account  monthly deduction, the Issue Date  will be the date of
underwriting approval.
 
    If you authorize premiums to be paid by government allotment, the Issue Date
generally will be, subject  to our underwriting approval,  the first day of  the
month  in which we receive the  first Minimum Monthly Premium through government
allotment, whether  or not  a  Minimum Monthly  Premium  is collected  with  the
application.  If a Minimum Monthly Premium is collected with the application, it
will be allocated  to the  Sub-Accounts of the  Variable Account  and the  Fixed
Account on the Valuation Date next following the Issue Date.
 
    MINIMUM  INITIAL  PREMIUM.  The  minimum initial  premium  is  three Minimum
Monthly Premiums (see  "Death Benefit  Guarantee"). If,  however, you  authorize
premiums  to be paid by bank  account monthly deduction or government allotment,
we  will  accept  one  Minimum  Monthly  Premium  together  with  the   required
authorization  forms. The Minimum Monthly Premium is specified in the Policy and
determines the payments required to maintain the Death Benefit Guarantee.
 
    TEMPORARY INSURANCE. At the time the application is taken, the applicant can
receive temporary  insurance  coverage by  paying  a  premium equal  to  10%  of
annualized Minimum Monthly Premium. The temporary insurance will be for the face
amount specified in the premium receipt and will be effective until the earliest
of the following:
 
    - The date the coverage under the Policy is effective.
 
    - The  date the  applicant receives  an offer  for an  alternative policy, a
      notice of termination of temporary  insurance coverage, or notice that  we
      have rejected the application.
 
    - The  date  of  death  of the  proposed  Insured,  any  proposed additional
      Insured, or any proposed Insured child.
 
    - The 75th day after the date of the receipt for the temporary insurance.
 
                                       21
<PAGE>
    CREDITING NET PREMIUMS. We will credit  Net Premiums to the Sub-Accounts  of
the Variable Account and to the Fixed Account (except for policies issued in New
Jersey)  on  the  basis of  the  applicant's  allocation on  the  latest  of the
following dates:
 
    - The Valuation Date following the date of underwriting approval.
 
    - The Valuation Date on or next following the Policy Date.
 
    - The Valuation Date on or next following the date we have received at least
      the required minimum initial premium payment.
 
    - In the case of  Policies issued under  government allotment programs,  the
      Valuation Date next following the Issue Date.
 
    Until  the  date on  which  Net Premiums  are  credited as  described above,
premium payments will be held in our General Account. No interest will be earned
on these premium payments during this period of time.
 
    REFUNDING PREMIUM. We will return all premiums paid without interest if  any
of the following occur:
 
    - We send notice to the applicant that the insurance is declined.
 
    - The applicant refuses an offer for an alternative policy.
 
    - The  applicant does not  supply required medical exams  or tests within 30
      days of the date of the application.
 
    - The applicant returns the  Policy under the limited  free look right.  See
      "Free Look and Conversion Rights -- Free Look Rights".
 
ALLOCATION OF PREMIUMS
    You  choose the initial allocation of your Net Premiums (your gross premiums
less the Premium Expense  Charge) to the Fixed  Account and the Sub-Accounts  of
the  Variable Account on the  application for the Policy.  (The Fixed Account is
not available for Net Premium allocation  under policies issued in New  Jersey.)
You  may change the allocation  at any time by  notifying us in writing. Changes
will not be  effective until  the date  we receive  your request  and will  only
affect premiums we receive on or after that date. The new premium allocation may
be  100% to any Account or divided  in whole percentage points totaling 100%. We
reserve the right to adjust any allocation to eliminate fractional  percentages.
Changing  the  current  premium allocation  will  not affect  the  allocation of
existing Accumulation Value.
 
AMOUNT AND TIMING OF PREMIUMS
    The amount and frequency  of premium payments  will affect the  Accumulation
Value,  the Cash Surrender Value,  and how long the  Policy will remain in force
(including affecting whether  the Death Benefit  Guarantee is in  effect --  see
"Death  Benefit Guarantee").  After the initial  premium, you  may determine the
amount  and  timing  of  subsequent   premium  payments  within  the   following
restrictions:
 
    - IN  MOST CASES, PAYMENT OF CUMULATIVE  PREMIUMS SUFFICIENT TO MAINTAIN THE
      DEATH BENEFIT  GUARANTEE WILL  BE REQUIRED  TO KEEP  THE POLICY  IN  FORCE
      DURING  AT  LEAST  THE  FIRST SEVERAL  POLICY  YEARS.  SEE  "DEATH BENEFIT
      GUARANTEE".
 
    - We may choose not to accept any premium less than $25.00.
 
    - We reserve  the right  to limit  the  amount of  any premium  payment.  In
      general,  during the  first Policy Year  we will not  accept total premium
      payments in excess of  $250,000 on the life  of any Insured, whether  such
      payments  are received on a Policy or on any other insurance policy issued
      by us or our affiliates. Also, we  will not accept any premium payment  in
      excess  of  $50,000 on  any Policy  after  the first  Policy Year.  At our
      discretion, however, we may waive any of these premium limitations.
 
    - We may require additional evidence  of insurability satisfactory to us  if
      any  premium would increase  the difference between  the Death Benefit and
      the Accumulation  Value (that  is,  the net  amount  at risk).  A  premium
      payment  would increase the net  amount at risk if  at the time of payment
      the Death  Benefit  would  be  based upon  the  applicable  percentage  of
      Accumulation Value. See "Death Benefit -- Death Benefit Options".
 
    - In  no  event may  the  total of  all  premiums paid,  both  scheduled and
      unscheduled, exceed the current maximum premium payments allowed for  life
      insurance  under Section 7702 of the  Federal Internal Revenue Code. If at
      any   time   a   premium   is   paid   which   would   result   in   total
 
                                       22
<PAGE>
      premiums  exceeding  the current  maximum premiums  allowed, we  will only
      accept that portion of the premium  which would make total premiums  equal
      the  maximum. Any  part of the  premium in  excess of that  amount will be
      returned, and no further  premiums will be accepted  until allowed by  the
      current maximum premium limitations.
 
    - If you contemplate a large premium payment under this Policy, and you wish
      to avoid Modified Endowment Contract classification, you may contact us in
      writing  before making the payment and we will tell you the maximum amount
      which can be  paid into  the Policy. See  "Federal Tax  Matters --  Policy
      Proceeds".
 
PLANNED PERIODIC PREMIUMS
    You  may  choose  a  Planned Periodic  Premium  schedule  which  indicates a
preference as to future amounts and  frequency of payment. The Planned  Periodic
Premiums  may be paid annually, semi-annually,  quarterly or, if you choose, you
can pay  the Planned  Periodic Premiums  by bank  account monthly  deduction  or
government allotment.
 
    The  amount and frequency  of your initial Planned  Periodic Premium will be
shown in the Policy. You may change the Planned Periodic Premium at any time  by
written request. We may limit the amount of any increase.
 
    As mentioned above, the amount and frequency of premium payments will affect
Accumulation Value, Cash Surrender Value, and how long the Policy will remain in
force.  Failure to make any Planned  Periodic Premium payment will not, however,
necessarily result in  lapse of the  Policy. On the  other hand, making  Planned
Periodic  Premium payments will not guarantee  that the Policy remains in force.
See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement".
 
UNSCHEDULED ADDITIONAL PREMIUMS
    Premiums, other than  Planned Periodic  Premiums, may  be paid  at any  time
while  the Policy  is in  force. We  may limit  the number  and amount  of these
additional payments.
 
PAYING PREMIUMS BY MAIL
    Planned Periodic Premiums and Unscheduled Additional Premiums may be paid to
the Company by mailing them to:
 
            Northwestern National Life Insurance Company
            P.O. Box 802511
            Chicago, Illinois 60680-2511
 
DEATH BENEFIT GUARANTEE
 
    If you meet the requirements described below, we guarantee that we will  not
lapse the Policy even if the Cash Surrender Value is not sufficient to cover the
Monthly  Deduction that is due. This feature  of the Policy is called the "Death
Benefit Guarantee". The Death Benefit Guarantee expires at the Insured's Age  65
(or five Policy Years, if longer).
 
    In  general,  the  two  most significant  benefits  from  the  Death Benefit
Guarantee are  as  follows. First,  during  the  early Policy  Years,  the  Cash
Surrender  Value  (even  when  supplemented by  the  Sales  Charge  Refund) will
generally not be sufficient  to cover the Monthly  Deduction, so that the  Death
Benefit  Guarantee will be necessary  to avoid lapse of  the Policy. See "Policy
Lapse and  Reinstatement".  This occurs  because  the Surrender  Charge  usually
exceeds  the  Accumulation Value  in  these years.  In  this regard,  you should
consider that if you request an increase in Face Amount, an additional Surrender
Charge would apply  for the fifteen  years following the  increase, which  could
create  a similar possibility of lapse as  exists during the early Policy Years.
Second, to the extent the Cash  Surrender Value declines due to poor  investment
performance,  or  due  to  an  additional  Surrender  Charge  after  a requested
increase, the Cash Surrender  Value may not be  sufficient even in later  Policy
Years  to cover the Monthly  Deduction, so that the  Death Benefit Guarantee may
also be necessary in later Policy Years to avoid lapse of the Policy. THUS, EVEN
THOUGH THE  POLICY PERMITS  PREMIUM  PAYMENTS THAT  ARE  LESS THAN  THE  MINIMUM
MONTHLY  PREMIUMS, YOU MAY LOSE THE SIGNIFICANT PROTECTION PROVIDED BY THE DEATH
BENEFIT GUARANTEE BY PAYING LESS THAN THE MINIMUM MONTHLY PREMIUMS.
 
REQUIREMENTS
    The Death Benefit Guarantee  will be in  effect if the  sum of all  premiums
paid  minus any partial withdrawals  and any loans are  equal to or greater than
the sum of the Minimum Monthly Premiums since the Policy Date.
 
                                       23
<PAGE>
    The  requirements for  the Death Benefit  Guarantee must be  satisfied as of
each Monthly Anniversary, even though you do not have to pay premiums monthly.
 
    EXAMPLE: The Policy Date is January 1, 1996. The Minimum Monthly Premium  is
$100  per month. No  Policy loans or  partial withdrawals are  taken and no Face
Amount changes have occurred.
 
    Case 1.  You pay $100 each month. The Death Benefit Guarantee is maintained.
 
    Case 2.  You pay $1,000 on January 1,  1996. The $1,000 maintains the  Death
             Benefit  Guarantee without your paying  any additional premiums for
             the next 10 months  (through October 31,  1996). However, you  must
             pay at least $100 by November 1, 1996 to maintain the Death Benefit
             Guarantee through November 30, 1996.
 
    The  amount of the initial Minimum Monthly  Premium will be determined by us
at issuance of the Policy and will  be shown in the Policy. The initial  Minimum
Monthly  Premium will depend upon  the Insured's sex, Age  at issue, Rate Class,
optional insurance benefits added by rider, and the initial Face Amount.
 
    The following Policy changes may change the Minimum Monthly Premium:
 
    - A requested increase or decrease in the Face Amount (see "Death Benefit --
      Requested Changes in Face Amount").
 
    - A change in  the Death  Benefit Option (see  "Death Benefit  -- Change  in
      Death Benefit Option").
 
    - The  addition or termination of a Policy rider (see "General Provisions --
      Optional Insurance Benefits").
 
    We will notify you in writing of any changes in the Minimum Monthly Premium.
 
    If, as of  any Monthly  Anniversary, you  have not  made sufficient  premium
payments to maintain the Death Benefit Guarantee, we will send you notice of the
premium  payment required  to maintain  it. If  we do  not receive  the required
premium payment within 61 days  from the date of  our notice, the Death  Benefit
Guarantee will terminate. THE DEATH BENEFIT GUARANTEE CANNOT BE REINSTATED.
 
    Even  if  the  Death  Benefit  Guarantee  terminates,  the  Policy  will not
necessarily lapse. For a discussion of the circumstances under which the  Policy
may lapse, see "Policy Lapse and Reinstatement".
 
ACCUMULATION VALUE
 
    The  Accumulation Value of the Policy (that is, the total value attributable
to a specific Policy in the Variable Account and the Fixed Account) is equal  to
the  sum  of the  Variable Accumulation  Value (the  amount attributable  to the
Variable Account) plus the Fixed Accumulation Value (the amount attributable  to
the Fixed Account). The Accumulation Value should be distinguished from the Cash
Surrender  Value that would actually be paid  to you upon total surrender of the
Policy, which is the Accumulation Value  less any Surrender Charge, Loan  Amount
and  unpaid Monthly Deductions. See "Surrender Benefits -- Total Surrender". The
Accumulation Value  should also  be  distinguished from  the Cash  Value,  which
determines  the amount available for Policy loans, and is the Accumulation Value
less any Surrender  Charge. See  "Policy Loans."  (During the  first two  Policy
Years and the first two years following a requested increase in Face Amount, you
may also be entitled to a Sales Charge Refund. See "Sales Charge Refund".)
 
    The  Variable Accumulation  Value will increase  or decrease  to reflect the
investment performance  of  the Funds  in  which Sub-Accounts  of  the  Variable
Account  have  been  invested.  The Variable  Accumulation  Value  will  also be
increased by (a) any Net Premiums credited  to the Variable Account and (b)  any
transfers  from the Fixed Account. The  Variable Accumulation Value will also be
reduced by (a) the Monthly Deduction  attributable to the Variable Account,  (b)
partial  withdrawals from  the Variable  Account, (c)  any transfer  and partial
withdrawal charges attributable  to the  Variable Account, and  (d) any  amounts
transferred  from the Variable  Account to the  Fixed Account (including amounts
transferred from  the Variable  Account to  the Fixed  Account as  security  for
Policy  loans  --  see "Policy  Loans").  The Variable  Accumulation  Value will
generally vary daily.
 
                                       24
<PAGE>
    The Fixed  Accumulation Value  will be  increased by  (a) any  Net  Premiums
credited  to the Fixed Account,  (b) any interest credited  to the Fixed Account
(determined at our discretion, but guaranteed not  to be less than 4%), and  (c)
any  amounts  transferred  from  the  Variable  Account  to  the  Fixed  Account
(including amounts transferred to the Fixed Account as security for Policy loans
- -- see "Policy Loans"). The Fixed Accumulation Value will be reduced by (a)  the
Monthly  Deduction attributable  to the  Fixed Account,  (b) partial withdrawals
from the  Fixed  Account,  (c)  any  transfer  and  partial  withdrawal  charges
attributable  to the  Fixed Account,  and (d)  any amounts  transferred from the
Fixed Account to the Variable Account.
 
    For a  detailed discussion  of the  calculation of  Accumulation Value,  see
Appendix  B. An illustration of  various Accumulation Values, Surrender Charges,
Cash Surrender Values, and Death Benefits, assuming different levels of  premium
payments  and various investment returns for  selected Ages and Face Amounts, is
shown in Appendix C.
 
DEDUCTIONS AND CHARGES
 
    Charges will be deducted in connection with the Policy to compensate us  for
(a)  providing the insurance benefits of  the Policy (including any riders), (b)
administering the  Policy, (c)  assuming certain  risks in  connection with  the
Policy, and (d) incurring expenses in distributing the Policy.
 
    Some  of these charges are deducted from each premium payment. Certain other
charges are  deducted monthly  from  both the  Fixed  Account and  the  Variable
Account,  or from  the Variable  Account only.  A charge  is also  made for each
partial withdrawal and a charge may be made for each transfer.
 
    We currently expect that the total sales charge (which consists of the 2.50%
sales charge  deducted from  each premium  payment and  the Contingent  Deferred
Sales  Charge) may not be  sufficient to cover the  expenses incurred in selling
and distributing  the  Policies.  To  the extent  that  these  charges  are  not
sufficient these expenses will be paid from our general assets. These assets may
include proceeds from the Mortality and Expense Risk Charge described below.
 
PREMIUM EXPENSE CHARGE
    We  deduct a sales charge  and a charge for  premium taxes from each premium
payment. We  may in  the future  deduct a  premium processing  charge from  each
premium  payment although  we currently  do not make  this charge.  The total of
these charges is called the Premium  Expense Charge. The amount remaining  after
we  have deducted the Premium Expense Charge  is called the Net Premium. The Net
Premium is  then credited  to the  Fixed  Account and  the Sub-Accounts  of  the
Variable Account according to your allocation.
 
    SALES  CHARGE.  A sales  charge of  2.50%  of each  premium payment  will be
deducted to  compensate us  for expenses  relating to  the distribution  of  the
Policy,  including  agents' commissions,  advertising, and  the printing  of the
prospectuses and sales literature for new and prospective buyers of this policy.
In addition, we may charge a  contingent deferred sales charge if you  surrender
the  Policy  or the  Policy  lapses. See  "Deductions  and Charges  -- Surrender
Charge".
 
    PREMIUM TAX CHARGE. Various states and subdivisions impose a tax on premiums
received by  insurance companies.  Premium taxes  vary from  state to  state.  A
charge  of 2.50% of each  premium payment will be  deducted by us. The deduction
represents an  amount we  consider necessary  to pay  all taxes  imposed by  the
states and any subdivisions.
 
    PREMIUM  PROCESSING CHARGE. We may make a  charge of up to $2.00 per premium
payment to reimburse  us for  the cost  of collecting  and processing  premiums,
although  we currently make  no such charge.  We do not  anticipate that we will
make any profit on this charge. If a premium processing charge is made, it  will
be  deducted from  premium payments before  the percentage  deductions for sales
charge and premium taxes.
 
MONTHLY DEDUCTION
    We deduct the  charges described below  from the Accumulation  Value of  the
Policy  on a  monthly basis. The  total of  these charges is  called the Monthly
Deduction.
 
    The Monthly Deduction will be deducted on each Monthly Anniversary from  the
Fixed  Account and the  Sub-Accounts of the Variable  Account on a proportionate
basis depending on their relative
 
                                       25
<PAGE>
Accumulation Values at that time. For purposes of determining these proportions,
the Fixed Accumulation Value is reduced by the Loan Amount. Because the cost  of
insurance  portion of the  Monthly Deduction can  vary from month  to month, the
Monthly Deduction itself will vary in amount from month to month.
 
    If the Cash Surrender Value plus  any Sales Charge Refund is not  sufficient
to  cover the Monthly Deduction on a  Monthly Anniversary, the Policy may lapse.
See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement".
 
    COST OF  INSURANCE. We  will  determine the  monthly  cost of  insurance  by
multiplying  the applicable cost of insurance rate or rates by the net amount at
risk under the  Policy. The net  amount at risk  under the Policy  for a  Policy
Month  is (a) the Death Benefit at the  beginning of the Policy Month divided by
1.004074 (which reduces the net amount at risk, solely for purposes of computing
the cost of  insurance, by taking  into account assumed  monthly earnings at  an
annual  rate of  5%), less (b)  the Accumulation  Value at the  beginning of the
Policy Month (reduced by any charges for  rider benefits). As a result, the  net
amount  at risk may be  affected by changes in the  Accumulation Value or in the
Death Benefit.
 
    The Rate Class of an Insured may affect the cost of insurance. A Rate  Class
is  a group of Insureds  we determine based upon  our expectation that they will
have similar mortality  experience. We  currently place  Insureds into  standard
Rate  Classes or into  substandard Rate Classes that  involve a higher mortality
risk. In an otherwise  identical Policy, an Insured  in the standard Rate  Class
will  have a lower cost of insurance than an Insured in a Rate Class with higher
mortality risks.
 
    If there is an increase in the Face Amount and the Rate Class applicable  to
the  increase is different  from that for  the initial Face  Amount or any prior
requested increases in Face  Amount, the net amount  at risk will be  calculated
separately  for each Rate Class.  For purposes of determining  the net amount at
risk for each Rate  Class, the Accumulation  Value will first  be assumed to  be
part  of the initial Face Amount. If  the Accumulation Value is greater than the
initial Face Amount,  it will then  be assumed to  be part of  each increase  in
order, starting with the first increase.
 
    Cost of insurance rates will be based on the sex, Issue Age, Policy Year and
Rate  Class(es) of the Insured. The actual  monthly cost of insurance rates will
reflect our expectations  as to future  experience. They will  not, however,  be
greater  than the guaranteed cost of insurance  rates shown in the Policy, which
are based  on the  Commissioner's 1980  Standard Ordinary  Mortality Tables  for
smokers or nonsmokers, respectively.
 
    MONTHLY ADMINISTRATIVE CHARGE. Each month we deduct an administrative charge
of  $8.25  which is  guaranteed not  to  exceed $12.00  each month.  This charge
reimburses us  for  expenses  incurred  in administering  the  Policy,  such  as
processing  claims,  maintaining records,  making  Policy changes,  printing and
mailing prospectuses and  annual and  semi-annual reports to  Policy owners  and
communicating  with you and other owners of  Policies. We do not anticipate that
we will make any profit on this charge. Because this charge is intended to cover
the average anticipated administrative expenses for all Policies, however, there
is not necessarily a relationship between the amount of this charge for a  given
Policy and the amount of expenses that may be attributable to that Policy.
 
    MONTHLY  MORTALITY AND EXPENSE  RISK CHARGE. Each month  during the first 10
Policy Years we will deduct a charge at an annual rate of .9 of 1% (.90%) of the
Variable Accumulation Value of the Policy. Each month thereafter we will  deduct
a  charge at  an annual rate  of .45 of  1% (.45%) of  the Variable Accumulation
Value guaranteed not to exceed .9 of  1% (.90%) for the duration of the  Policy.
We may realize a profit from this charge.
 
    The mortality risk assumed is that Insureds may live for a shorter period of
time  than we estimated  and that, as a  result, we would have  to pay a greater
amount in Death Benefits than we  collect in premium payments. The expense  risk
assumed  is that expenses incurred in  issuing and administering the Policy will
be greater than we estimated.
 
    OPTIONAL INSURANCE BENEFIT  CHARGES. Each  month we deduct  charges for  any
optional  insurance  benefits  added  to  the  Policy  by  rider.  See  "General
Provisions -- Optional Insurance Benefits".
 
SURRENDER CHARGE
 
    GENERAL. During the  first 15  Policy Years and  during the  first 15  years
following  any requested increase in Face Amount,  we make a Surrender Charge if
you surrender the  Policy or  the Policy lapses.  The Surrender  Charge has  two
parts    --   The   Contingent   Deferred    Administrative   Charge   and   the
 
                                       26
<PAGE>
Contingent Deferred Sales Charge which are determined separately. The  Surrender
Charge  will not be affected by any decrease  in Face Amount or by any change in
Face Amount resulting from a change in the Death Benefit Option.
 
    The  Surrender  Charge  imposed  upon  early  surrender  or  lapse  will  be
significant.  As a  result, you should  purchase a  Policy only if  you have the
financial capability to keep it in force for a substantial period of time.
 
    The Contingent  Deferred Administrative  Charge reimburses  us for  expenses
incurred  in issuing the  Policy, such as  processing the application (primarily
underwriting) and setting  up computer records.  We do not  anticipate making  a
profit  on this  charge. Because  this charge is  intended to  cover the average
anticipated issue expenses for all Policies, however, there is not necessarily a
relationship between the amount of this charge for a given Policy and the amount
of expenses that may be attributable to that Policy.
 
    The Contingent Deferred Sales Charge compensates us for expenses relating to
the distribution of the Policy, including agents' commissions, advertising,  and
the printing of the prospectus and sales literature for new sales of the Policy.
 
    CONTINGENT  DEFERRED ADMINISTRATIVE CHARGE.  The maximum Contingent Deferred
Administrative Charge for the initial Face Amount and any requested increase  in
Face  Amount is determined on  the Policy Date and on  the effective date of any
requested increase in Face Amount respectively. The maximum charge is $5.00  per
$1,000  of  Face Amount  during the  first five  years of  the relevant  15 year
period, and decreases thereafter  in equal monthly  increments until it  becomes
zero at the end of the 15 year period.
 
    The Contingent Deferred Administrative Charge for the initial Face Amount or
a  requested increase in Face Amount can  be determined by multiplying (a) $5.00
by (b) the initial Face Amount or the  Face Amount of the increase, as the  case
may  be,  and  by  (c)  the  applicable  percentage  from  the  Surrender Charge
Percentage Table shown on page  28, and then dividing  this amount by 1000.  For
example  assume that  an Insured buys  a Policy  with an initial  Face Amount of
$100,000. If the  Policy is surrendered  at any  time in the  first five  Policy
Years,   the  Contingent   Deferred  Administrative  Charge   is  calculated  by
multiplying (a) $5.00 by (b) $100,000 (the initial Face Amount), and by (c) 100%
(the applicable percentage from the Surrender Charge Percentage Table), and then
dividing by 1000.  This results in  a total of  $500 ($5.00 x  100,000 x 100%  /
1000).
 
    The  calculation of an additional  Contingent Deferred Administrative Charge
for a requested  increase in Face  Amount is the  same as for  the initial  Face
Amount,  except that the charges are based on the amount of the increase and the
years and months are measured from the effective date of the increase.
 
    CONTINGENT DEFERRED  SALES CHARGE.  The  maximum Contingent  Deferred  Sales
Charge for the initial Face Amount or any requested increase in Face Amount will
be  determined on  the Policy  Date or  on the  effective date  of any requested
increase respectively. The  Contingent Deferred Sales  Charge will remain  level
for  the first five  years in the relevant  15 year period,  and then reduces in
equal monthly increments  until it  becomes zero  at the  end of  15 years.  The
Contingent  Deferred Sales Charge will vary depending upon the Insured's Age (on
the Policy Date or on the effective date of an increase in Face Amount) and  the
Insured's sex.
 
    If  you surrender the Policy during the first two Policy Years or during the
first 24  months following  a requested  increase  in Face  Amount, you  may  be
entitled  to a refund of a portion  of the Contingent Deferred Sales Charge. See
"Sales Charge Refund."
 
    The Contingent Deferred Sales Charge will be equal to the lesser of:
 
        (a) 47.50% of the premiums  attributable to the  initial Face Amount  of
            the  Policy and  any premiums  attributable to  an increase  in Face
            Amount; or
 
        (b) The  result  of the  Contingent  Deferred Sales  Charge  calculation
    described below.
 
                                       27
<PAGE>
    CONTINGENT  DEFERRED SALES CHARGE  CALCULATION.  For  purposes of (b) above,
the Contingent  Deferred  Sales  Charge  for the  initial  Face  Amount  or  any
requested  increase  in  Face  Amount  is  determined  by  multiplying  (i)  the
applicable Charge per $1,000 of Face Amount from Appendix D by (ii) the  Initial
Face  Amount or the Face Amount of the increase, as applicable, and by (iii) the
applicable percentage from the Surrender Charge Percentage Table below, and then
dividing this amount by 1000.
 
    EXAMPLE.   The following  example illustrates  how the  Contingent  Deferred
Sales  Charge is determined.  Assume that a male,  Age 35 buys  a policy with an
initial Face Amount of  $100,000 and he surrenders  the Policy during the  third
Policy  Year at which time  he has paid cumulative  premiums of $2,000. Based on
these assumptions the Contingent Deferred Sales Charge will be the lesser of:
 
        (a) 47.50% times the cumulative  premiums paid on  the Policy, which  is
            $950 (47.50 X $2,000); or
 
        (b) The  result  of the  Contingent  Deferred Sales  Charge Calculation,
            which is determined by multiplying (i) $14.00 (from Appendix D for a
            male age 35) by (ii) $100,000 (the Initial Face Amount) and by (iii)
            100% (the applicable percentage from the Surrender Charge Percentage
            Table), and  then dividing  by 1000,  which results  in a  total  of
            $1,400 ($14.00 X 100,000 X 100%/1000).
 
    The  additional Contingent Deferred Sales  Charge for requested increases in
Face Amount will be calculated in the same manner as illustrated in the  example
above.  However, for  purposes of  determining the  amount in  (a) in  the above
example, the cumulative premium paid is replaced by the premiums attributable to
the increase in Face Amount. The  premiums attributable to the increase in  Face
Amount  will  consist of  a portion  of  the existing  Accumulation Value  and a
portion of the premium payments made  after the effective date of the  increase.
The  proportion of existing  Accumulation Value and  subsequent premium payments
attributable to the increase will equal  (a) the Surrender Charge Guideline  for
the increase found in Appendix E, divided by (b) the sum of the Surrender Charge
Guideline(s) for the initial Face Amount and each increase in Face Amount.
 
    MASSACHUSETTS,  MONTANA AND PENNSYLVANIA RESIDENTS.  Appendix C, Appendix D,
Appendix E  and the  preceding illustrations  of the  Contingent Deferred  Sales
Charge   do  not  apply  to  Policies   issued  in  Massachusetts,  Montana  and
Pennsylvania. The Contingent Deferred Sales Charge applied to Policies issued in
Massachusetts and Montana is not affected  by the Insured's sex. Therefore,  the
Contingent  Deferred Sales  Charge made on  Policies issued in  these two states
will differ from the charge made in other states. In Pennsylvania, the Insured's
sex will be  a factor  in determining the  amount of  Contingent Deferred  Sales
Charge applied to a Policy, but the charge will differ from the charge described
in the above example.
 
                       SURRENDER CHARGE PERCENTAGE TABLE
 
<TABLE>
<CAPTION>
If surrender or lapse occurs in    The following percentage of the
the last month of Policy Year:*  Surrender Charge will be payable:**
- -------------------------------  -----------------------------------
<S>                              <C>
          1 through 5                              100%
               6                                    90%
               7                                    80%
               8                                    70%
               9                                    60%
              10                                    50%
              11                                    40%
              12                                    30%
              13                                    20%
              14                                    10%
         15 and later                                0%
</TABLE>
 
 *For requested increases, years are measured from the date of the increase.
 
**The  percentages reduce equally for each  Policy Month during the years shown.
  For example, during the  seventh Policy Year,  the percentage reduces  equally
  each  month from 90% at the end of the  sixth Policy Year to 80% at the end of
  the seventh Policy Year.
 
                                       28
<PAGE>
CHARGES AGAINST THE VARIABLE ACCOUNT
    Certain charges will be  deducted as a  percentage of the  value of the  net
assets  of the Variable  Account to compensate  us for certain  risks assumed in
connection with the Policy.  These charges will not  be deducted from assets  in
the Fixed Account.
 
    TAXES.  Currently  no charge  is made  to the  Variable Account  for Federal
income taxes that may be attributable to the Variable Account. We may,  however,
make  such a charge in the future. Charges for other taxes, if any, attributable
to the Variable Account may also be made.
 
    INVESTMENT ADVISORY  FEE  AND  OTHER FUND  EXPENSES.  Because  the  Variable
Account purchases shares of the Funds, the net asset value of the investments of
the  Variable  Account  will  reflect the  investment  advisory  fees  and other
expenses incurred by the Funds. For more information concerning these  expenses,
see the prospectuses for the Funds that accompany this Prospectus.
 
PARTIAL WITHDRAWAL AND TRANSFER CHARGES
    We  currently make  no charge  for transfers  and a  $10.00 charge  for each
partial withdrawal.  These  charges are  guaranteed  not to  exceed  $25.00  per
transfer  or  partial withdrawal  for  the duration  of  the Policy.  We  do not
anticipate that we will make a profit on these charges. The transfer charge will
not be  imposed on  transfers that  occur as  a result  of Policy  loans or  the
exercise of conversion rights.
 
REDUCTION OF CHARGES
    Any  of the charges under the Policy, as well as the minimum Face Amount set
forth in this Prospectus, may be  reduced because of special circumstances  that
result  in  lower sales,  administrative,  or mortality  expenses.  For example,
special  circumstances  may  exist  in   connection  with  group  or   sponsored
arrangements,  sales  to  our  policyholders or  those  of  affiliated insurance
companies, or sales to employees or  clients of members of our affiliated  group
of  insurance companies. The  amount of any reductions  will reflect the reduced
sales effort and administrative costs resulting from, or the different mortality
experience expected as a result  of, the special circumstances. Reductions  will
not be unfairly discriminatory against any person, including the affected Policy
owners and owners of all other policies funded by the Variable Account.
 
SALES CHARGE REFUND
 
    During  the first  two Policy  Years and during  the first  24 Policy Months
following the effective date of any requested increase in Face Amount, we may be
required to refund  a portion  of the Contingent  Deferred Sales  Charge if  you
surrender the Policy. This refund is called the Sales Charge Refund.
 
    Any amount used in the calculation described below will be determined on the
effective date of surrender.
 
    INITIAL  FACE  AMOUNT. If  the Policy  is surrendered  during the  first two
Policy Years, a Sales Charge  Refund will be made to  the extent that the  total
sales  charge deducted (which  consists of the 2.50%  sales charge deducted from
each premium payment and the Contingent  Deferred Sales Charge) exceeds (i)  30%
of actual premium payments made during the first Policy Year up to the amount of
the  Surrender Charge  Guideline (see below)  for the initial  face amount, plus
(ii) 9% of any actual  premium payments made that  exceed (i). In addition,  the
amount  of the  refund will  never decrease as  the result  of the  payment of a
premium. After the  second Policy  Year, there is  no Sales  Charge Refund  with
respect to the initial Face Amount.
 
    As  described  above,  the  Sales  Charge  Refund  is  calculated  based  on
percentages of premium payments. While the total sales charge deducted under the
Policy is not based solely on premium payments, it is possible to translate  the
total  sales charge into a percentage of premium payments. In general, the total
sales charge deducted (before calculating the  Sales Charge Refund) will be  50%
of  each premium payment until premium payments reach a certain level. The level
ranges from approximately 35% of a Surrender Charge Guideline for a male age  0,
up  to approximately 115% of a Surrender Charge Guideline for a male age 40, and
down to approximately 45%  of a Surrender  Charge Guideline for  a male age  75.
After premium payments reach this level, the total sales charge will equal 2.50%
of  each additional premium payment. During the  two Policy Years when the Sales
Charge Refund applies, however, the total sales charge will be limited to 30% of
actual first  year premium  payments up  to  the amount  of a  Surrender  Charge
Guideline,  9% of actual  premium payments until payments  reach the level where
the total  sales charge  drops to  2.50%, and  2.50% of  any additional  premium
payments  beyond that level. If  you have any questions  regarding the amount of
your Sales Charge Refund, please call us.
 
                                       29
<PAGE>
    Due to the Sales Charge Refund, the total sales charge for the initial  Face
Amount  will be significantly less  if a Policy is  surrendered during the first
two Policy Years rather than shortly thereafter.
 
    The Surrender Charge Guideline  will equal the  amount obtained by  dividing
the  Face Amount or the amount  of the increase, as the  case may be, by $1,000,
and multiplying the result by the applicable factor from Appendix E.
 
    REQUESTED INCREASES IN FACE  AMOUNT. If you cancel  a requested increase  in
Face  Amount during the first 24 Policy Months following the increase (but after
the free  look period  -- see  "Free Look  and Conversion  Rights --  Free  Look
Rights"),  and the Policy is surrendered at  any time thereafter, a Sales Charge
Refund will be made to the extent  that the total sales charge for the  increase
(which  consists of 2.50% of  the premiums attributable to  the increase and the
Contingent Deferred  Sales Charge  for  the increase)  exceeds  (i) 30%  of  the
premiums  attributable to  the increase  in the  12 Policy  Months following the
increase up to  the amount of  the Surrender Charge  Guideline for the  increase
(see immediately preceding paragraph), plus (ii) 9% of any premiums attributable
to  the increase  that exceed (i).  In addition,  the amount of  the refund will
never decrease as the result  of the payment of a  premium. This refund is  only
available if the increase is cancelled within the 24 Policy Months following its
effective  date,  and  the  Policy is  subsequently  surrendered.  No  refund is
available if the increase is cancelled after the 24-month period.
 
    Calculating total sales charge deducted for  an increase as a percentage  of
premiums  attributable to  the increase  is, in  general, the  same as described
above for the initial  Face Amount. Thus,  due to the  Sales Charge Refund,  the
total  sales charge for a requested increase in Face Amount may be significantly
less if  the increase  is cancelled  during the  24-month period  following  the
increase rather than shortly thereafter. If you have any questions regarding the
amount of your Sales Charge Refund, please call us.
 
    For  the purposes of  the preceding paragraph,  the premiums attributable to
the increase will be determined as described in the section entitled "Deductions
and Charges  -- Surrender  Charge --  Calculation of  Contingent Deferred  Sales
Charge",  which means  that, in effect,  a proportionate amount  of the existing
Accumulation Value on the effective date of the increase will be deemed to be  a
premium  payment  for  the increase,  and  subsequent premium  payments  will be
prorated.
 
    EFFECT OF SALES CHARGE  REFUND. The Sales Charge  Refund will be applied  to
maintain  the Policy in force  when the Cash Surrender  Value is insufficient to
cover the Monthly Deduction. If the  remaining Sales Charge Refund (not  already
applied  to  keep the  Policy in  force)  is insufficient  to cover  the Monthly
Deduction, this  remaining Sales  Charge Refund  may be  applied for  the  grace
period  under the Policy. See "Policy Lapse and Reinstatement". Any Sales Charge
Refund not so applied will  be refunded to you upon  the total surrender of  the
Policy.
 
POLICY LAPSE AND REINSTATEMENT
 
    LAPSE.  Unlike traditional  life insurance policies,  the failure  to make a
Planned Periodic Payment will not  by itself cause the  Policy to lapse. If  the
Death  Benefit Guarantee is not in effect, the  Policy will lapse only if, as of
any Monthly Anniversary, the Cash Surrender  Value plus any Sales Charge  Refund
is  less than the Monthly  Deduction due, and a grace  period of 61 days expires
without a sufficient payment. If (during the first two Policy Years or the first
24 Policy Months  after a requested  increase in Face  Amount) there exists  any
Sales  Charge Refund  (see "Sales Charge  Refund") sufficient  to supplement the
Cash Surrender Value so as to cover the Monthly Deduction, then the Sales Charge
Refund will be applied by  us to keep the Policy  in force. The amount of  Sales
Charge  Refund  available  for  such  application  is  reduced  on  each Monthly
Anniversary as so applied. Any payment made by you after we have kept the Policy
in force in this  manner will first be  used to reimburse us  for the amount  of
Sales Charge Refund so applied.
 
    During  the  early  Policy  Years,  the  Cash  Surrender  Value  (even  when
supplemented by the  Sales Charge Refund)  will generally not  be sufficient  to
cover the Monthly Deduction, so that premium payments sufficient to maintain the
Death  Benefit Guarantee  will be  required to  avoid lapse.  See "Death Benefit
Guarantee".
 
    The Policy does not lapse, and  the insurance coverage continues, until  the
expiration of a 61-day grace period which begins on the date we send you written
notice indicating that the Cash Surrender
 
                                       30
<PAGE>
Value  plus any Sales Charge Refund is  less than the Monthly Deduction due. Our
written notice to you will indicate the amount of the payment required to  avoid
lapse.  Failure to make a sufficient payment within the grace period will result
in lapse of the Policy without value.
 
    As discussed above,  any Sales  Charge Refund will  be applied  to keep  the
Policy  in  force  when  the  Cash Surrender  Value  is  less  than  the Monthly
Deduction. When a total surrender of the Policy is requested after the start  of
a  grace period, any remaining Sales Charge  Refund (not already applied to keep
the Policy in force) will be so  applied for the grace period, and  consequently
not  refunded, unless  the surrender  request is received  by us  within 30 days
after we  mail the  grace period  notice to  you. If  such a  request is  timely
received,  you will be  refunded an amount  equal to any  unapplied Sales Charge
Refund that existed as  of the Monthly Anniversary  on which the Cash  Surrender
Value  deficiency causing  the grace period  notice occurred,  plus any unearned
prepaid loan interest as of such Monthly Anniversary.
 
    If the Insured dies during the grace period, the proceeds payable will equal
the amount of the Death Benefit on  the Valuation Date on or next following  the
date  of the Insured's death, reduced by  any Loan Amount and any unpaid Monthly
Deductions.
 
    If the Death Benefit Guarantee is in  effect, we will not lapse the  Policy.
See "Death Benefit Guarantee".
 
    REINSTATEMENT.  Reinstatement means putting  a lapsed Policy  back in force.
You may reinstate a lapsed Policy by written request any time within five  years
after it has lapsed if it has not been surrendered for its Cash Surrender Value.
 
    To  reinstate  the  Policy  and  any  riders  you  must  submit  evidence of
insurability satisfactory to us and you must pay a premium large enough to  keep
the Policy in force for at least two months.
 
    The  Death  Benefit  Guarantee  cannot  be  reinstated.  See  "Death Benefit
Guarantee".
 
SURRENDER BENEFITS
 
    Subject to certain limitations, you may make a total surrender of the Policy
or a partial withdrawal  of the Policy's  Cash Surrender Value  by sending us  a
written  request.  The  amount  available  for  a  total  surrender  or  partial
withdrawal will be determined  at the end of  the Valuation Period during  which
your  written request is received. Any amounts payable from the Variable Account
upon total surrender or partial withdrawal  will generally be paid within  seven
days  of receipt of your written request. Postponement of payments may, however,
occur in  certain  circumstances. See  "General  Provisions --  Postponement  of
Payments".
 
TOTAL SURRENDER
    By  making a written request,  you may surrender the  Policy at any time for
its Cash Surrender Value plus any Sales Charge Refund. The Cash Surrender  Value
is  the Accumulation Value of  the Policy reduced by  any Surrender Charge, Loan
Amount and unpaid Monthly Deductions. If the Cash Surrender Value at the time of
a surrender  exceeds  $25,000, the  written  request must  include  a  Signature
Guarantee.  An  illustration  of Accumulation  Values,  Surrender  Charges, Cash
Surrender Values,  and  Death  Benefits assuming  different  levels  of  premium
payments  and investment returns for selected Ages and Face Amounts, is shown in
Appendix C.
 
PARTIAL WITHDRAWAL
    After the first Policy Year, you may also withdraw part of the Policy's Cash
Surrender Value by sending us a  written request. If the amount being  withdrawn
exceeds  $25,000, the written  request must include  a Signature Guarantee. Only
one partial withdrawal is allowed in any Policy Year. We currently make a $10.00
charge for each  partial withdrawal.  This charge  is guaranteed  not to  exceed
$25.00  for  each partial  withdrawal. See  "Deductions  and Charges  -- Partial
Withdrawal and Transfer Charges". The amount  of any partial withdrawal must  be
at least $500 and, during the first 15 Policy Years, may not be more than 20% of
the Cash Surrender Value on the date we receive your written request.
 
    Unless  you specify a different allocation, we make partial withdrawals from
the  Fixed  Account  and  the  Sub-Accounts   of  the  Variable  Account  on   a
proportionate basis based upon the Accumulation Value. These proportions will be
determined  at the end of the Valuation Period during which your written request
is received. For purposes of determining these proportions, any outstanding Loan
Amount is first subtracted from the Fixed Accumulation Value.
 
    EFFECT OF PARTIAL WITHDRAWALS. The Accumulation Value will be reduced by the
amount of any partial withdrawal. The Death Benefit will also be reduced by  the
amount of the withdrawal, or, if the
 
                                       31
<PAGE>
Death  Benefit is  based on the  corridor percentage of  Accumulation Value (see
"Death Benefit -- Death  Benefit Options"), by an  amount equal to the  corridor
percentage times the amount of the partial withdrawal.
 
    If  the Level Amount Option is in effect, the Face Amount will be reduced by
the amount of  the partial withdrawal.  When increases in  the Face Amount  have
occurred  previously, we  reduce the  current Face Amount  by the  amount of the
partial withdrawal in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
    (b) The next most recent increases successively; and
 
    (c) The Face Amount when the policy was issued.
 
    (This assumption also applies to requested  decreases in Face Amount --  see
"Death  Benefit -- Requested Changes in Face Amount".) Thus, partial withdrawals
may affect the way in which the  cost of insurance is calculated and the  amount
of  pure insurance protection under the  Policy. See "Death Benefit -- Requested
Changes in  Face Amount",  "Deductions  and Charges  -- Monthly  Deduction"  and
"Death Benefit -- Insurance Protection".
 
    We  do not  allow a partial  withdrawal if  the Face Amount  after a partial
withdrawal would be less than the Minimum Face Amount (currently $25,000).
 
    If the Variable Amount  Option is in effect,  a partial withdrawal does  not
affect the Face Amount.
 
    A  partial withdrawal  may also cause  the termination of  the Death Benefit
Guarantee because the  amount of  the partial  withdrawal is  deducted from  the
total premiums paid in calculating whether sufficient premiums have been paid in
order to maintain the Death Benefit Guarantee.
 
    Like partial withdrawals, Policy loans are a means of withdrawing funds from
the  Policy. See "Policy Loans". A partial  withdrawal or a Policy loan may have
tax consequences depending on the circumstances of such withdrawal or loan.  See
"Federal Tax Matters -- Policy Proceeds".
 
TRANSFERS
 
    You  may transfer all or part of the Variable Accumulation Value between the
Sub-Accounts or to the Fixed Account  subject to any conditions the Funds  whose
shares  are involved may impose. (Transfers to or from the Fixed Account are not
available for  Policies issued  in New  Jersey.) Transfer  requests must  be  in
writing  unless you have completed a  telephone transfer authorization form. You
may also direct  us to automatically  make periodic transfers  under the  Dollar
Cost Averaging or Portfolio Rebalancing services as described below.
 
    To  transfer  all  or  part  of  the  Variable  Accumulation  Value  from  a
Sub-Account, Accumulation Units are redeemed and their values are reinvested  in
other  Sub-Accounts, or the Fixed Account, as  directed in your request. We will
effect transfers, and determine all values in connection with transfers, at  the
end  of the  Valuation Period  during which we  receive your  request, except as
otherwise specified  for  the Dollar  Cost  Averaging or  Portfolio  Rebalancing
services.  With respect  to future Net  Premium payments,  however, your current
premium allocation  will remain  in effect  unless (i)  you have  requested  the
Portfolio  Rebalancing service, or (ii) you are transferring all of the Variable
Accumulation Value from the Variable Account to the Fixed Account in exercise of
conversion rights. See "Free Look and Conversion Rights -- Conversion Rights".
 
    Transfers from the Fixed Account to the Variable Account are subject to  the
following  additional restrictions: (i) your transfer request must be postmarked
no more than 30  days before or  after the Policy Anniversary  in any year,  and
only  one transfer is permitted during this period, (ii) no more than 50% of the
Fixed Accumulation Value, less  any Loan Amount, may  be transferred unless  the
balance,  after the transfer, would be less than $1,000, in which event the full
Fixed Accumulation Value, less  any Loan Amount, may  be transferred, and  (iii)
you  must transfer at least  the lesser of $500  or the total Fixed Accumulation
Value, less any Loan Amount. See Appendix  A. Some of these restrictions may  be
waived for transfers due to the Portfolio Rebalancing service.
 
    TELEPHONE  TRANSFER REQUESTS. You may request a transfer by telephone on any
Valuation Date after you  complete a telephone  transfer authorization form.  If
you  elect to  complete the authorization  form, you  agree that we  will not be
liable for any loss, liability, cost or  expense when we act in accordance  with
the  telephone transfer  instructions that  are received  and recorded  on voice
recording equipment. If a telephone transfer request is later determined not  to
have  been made by you or was  made without your authorization, and loss results
from such unauthorized transfer, you bear the risk of
 
                                       32
<PAGE>
this loss. We  will employ  reasonable procedures to  confirm that  instructions
communicated  by  telephone are  genuine. In  the  event we  do not  employ such
procedures, we may be  liable for any losses  due to unauthorized or  fraudulent
instructions.  Such  procedures may  include, among  others, requiring  forms of
personal identification prior to  acting upon telephone instructions,  providing
written  confirmation  of  such instructions,  and/or  tape  recording telephone
instructions.
 
    DOLLAR COST AVERAGING  SERVICE. You may  request this service  if your  Face
Amount  is at least $100,000 and your  Accumulation Value, less any Loan Amount,
is at least $5,000. If you request this service, you direct us to  automatically
make  specific  periodic transfers  of a  fixed  dollar amount  from any  of the
Sub-Accounts to one  or more of  the Sub-Accounts  or to the  Fixed Account.  No
transfers  from the Fixed Account are permitted under this service. Transfers of
this type may  be made on  a monthly, quarterly,  semi-annual, or annual  basis.
This  service is intended  to allow you  to use "Dollar  Cost Averaging", a long
term investment method which provides for regular investments over time. We make
no guarantees that  Dollar Cost  Averaging will result  in a  profit or  protect
against  loss. You may discontinue  this service at any  time by notifying us in
writing.
 
    If you are interested in the Dollar Cost Averaging service you may obtain  a
separate  application form and full information  concerning this service and its
restrictions from us or our registered representative.
 
   
    If you are  using the Dollar  Cost Averaging service,  this service will  be
discontinued  immediately (i)  on receipt  of any  request to  begin a Portfolio
Rebalancing service, (ii) if the Policy is in the grace period on any date  when
Dollar  Cost  Averaging  transfers  are scheduled,  or  (iii)  if  the specified
transfer amount from any Sub-Account is more than the Accumulation Value in that
Sub-Account.
    
 
    We reserve the right  to discontinue, modify, or  suspend this service.  Any
such  modification or discontinuation would not affect any Dollar Cost Averaging
service requests already commenced.
 
    PORTFOLIO REBALANCING SERVICE.  You may  request this service  if your  Face
Amount  is at least $200,000 and your  Accumulation Value, less any Loan Amount,
is at least $10,000. If you request this service, you direct us to automatically
make periodic  transfers to  maintain your  specified percentage  allocation  of
Accumulation Value, less any Loan Amount, among the Sub-Accounts of the Variable
Account  and the Fixed  Account; your allocation of  future Net Premium payments
will also  be changed  to  be equal  to  this specified  percentage  allocation.
Transfers  made under this service  may be made on  a quarterly, semi-annual, or
annual basis.  This service  is intended  to maintain  the allocation  you  have
selected consistent with your personal objectives.
 
    The  Accumulation Value in each Sub-Account  of the Variable Account and the
Fixed Account  will grow  or decline  at different  rates over  time.  Portfolio
Rebalancing  will periodically transfer Accumulation  Values from those accounts
that have increased in value to those  accounts that have increased at a  slower
rate  or declined in value.  If all accounts decline  in value, it will transfer
Accumulation Values from those that have  decreased less in value to those  that
have  decreased more in value. We  make no guarantees that Portfolio Rebalancing
will result  in a  profit or  protect  against loss.  You may  discontinue  this
service at any time by notifying us in writing.
 
    If  you are interested in the Portfolio Rebalancing service you may obtain a
separate application form and full  information concerning this service and  its
restrictions from us or our registered representative.
 
    If  you are  using the Portfolio  Rebalancing service, this  service will be
discontinued immediately (i) on receipt of any request to change the  allocation
of  premiums to the Fixed Account and  Sub-Account of the Variable Account, (ii)
on receipt of any request to begin  a Dollar Cost Averaging service, (iii)  upon
receipt  of any  request to transfer  Accumulation Value among  the accounts, or
(iv) if the policy is  in the grace period or  the Accumulation Value, less  any
Loan  Amount,  is  less  than  $7,500  on  any  Valuation  Date  when  Portfolio
Rebalancing transfers are scheduled.
 
    We reserve the right  to discontinue, modify, or  suspend this service.  Any
such modification or discontinuation could affect Portfolio Rebalancing services
currently in effect, but only after 30 days notice to affected Policy owners.
 
    TRANSFER  LIMITS.  We currently  allow twelve  transfers  in a  Policy Year,
although we reserve the right  to limit you to no  more than four transfers  per
year.  All  transfers that  are effective  on  the same  Valuation Date  will be
treated as  one transfer  transaction. Transfers  made due  to the  Dollar  Cost
Averaging  or Portfolio Rebalancing  services do not  currently count toward the
limit on number of transfers.
 
                                       33
<PAGE>
   
    TRANSFER CHARGES. While there is currently  no charge imposed on a  transfer
we  reserve the right to make a charge not to exceed $25.00 per transfer for the
duration of the Policy. We do not anticipate that we will make a profit on  this
charge. See "Deductions and Charges -- Partial Withdrawal and Transfer Charges".
In no event, however, will any charge be imposed in connection with the exercise
of  a conversion right or transfers occurring as the result of Policy Loans. All
transfers are also  subject to any  charges and conditions  imposed by the  Fund
whose  shares  are  involved.  All  transfers that  are  effective  on  the same
Valuation Date will be treated as one transfer transaction.
    
 
POLICY LOANS
 
    GENERAL. As long as the Policy remains in effect, you may borrow money  from
us  at any time after the first Policy Year using the Policy as security for the
loan (except that in Indiana  loans may be made  during the first Policy  Year).
You  may not borrow at any time more than the Loan Value of the Policy, which is
equal to 75% of  the Cash Value  less the existing Loan  Amount, except that  in
Texas  the  percentage  is  100%  and in  Alabama,  Maryland  and  Virginia, the
percentage is 90%. If the Policy is in force as paid-up life insurance, the Loan
Value is  equal to  the  Cash Value  on the  next  Policy Anniversary  less  any
existing Loan Amount and loan interest to that date. Each Policy loan must be at
least  $500, except in  Connecticut it must be  at least $200.  After Age 65, we
currently allow 100% of the Cash Surrender Value to be borrowed.
 
    Loan requests may be made in writing  or by telephoning us on any  Valuation
Date.  Any loan request in excess of  $25,000 will require a signature guarantee
and telephone loan requests cannot exceed $10,000. No election form is currently
required to make telephone loan  requests. We will employ reasonable  procedures
to  confirm that loan requests made by telephone are genuine. In the event we do
not employ such procedures, we may be liable for any losses due to  unauthorized
or fraudulent instructions. Such procedures may include, among others, requiring
forms  of personal identification  prior to acting  upon telephone instructions,
providing written  confirmations  of  such instructions  and/or  tape  recording
telephone instructions.
 
    Policy  loans have priority over the claims of any assignee or other person.
A Policy loan may be  repaid in whole or  in part at any  time on or before  the
Insured reaches Age 95, while the Insured is living.
 
    The  loan proceeds will normally  be paid to you  within seven days after we
receive your request.  Payment of loan  proceeds to you  may be postponed  under
certain circumstances. See "General Provisions -- Postponement of Payments".
 
    Payments  made by you generally will  be treated as premium payments, rather
than Policy loan  repayments, unless  you indicate  that the  payment should  be
treated  otherwise or unless we decide, at  our discretion, to apply the payment
as a Policy loan repayment. As a result, unless you indicate that a payment is a
loan repayment, all payments you make to the Policy will generally be subject to
the Premium  Expense Charge.  See  "Deductions and  Charges --  Premium  Expense
Charge".
 
    The total of your outstanding Policy loans is called the "Loan Amount".
 
    IMMEDIATE  EFFECT OF  POLICY LOANS.  When we make  a Policy  loan, an amount
equal to the Policy  loan (which includes interest  payable in advance) will  be
segregated  within the Accumulation Value  of your Policy and  held in the Fixed
Account as security for the loan  (this includes loans taken on policies  issued
in  New Jersey). As described  below, you will pay interest  to us on the Policy
loan, but we will also  credit interest to you on  the amount held in the  Fixed
Account  as security for the loan. The amount segregated in the Fixed Account as
security for the Policy loan will be included as part of the Fixed  Accumulation
Value  under the Policy, but will (as described below) be credited with interest
on a basis different from other amounts in the Fixed Account.
 
    Unless you specify differently, amounts held as security for the Policy loan
will come proportionately  from the  Fixed Accumulation Value  and the  Variable
Accumulation  Value (with the proportions  being determined as described below).
Assets equal  to  the  portion of  the  Policy  loan coming  from  the  Variable
Accumulation  Value will  be transferred from  the Sub-Accounts  of the Variable
Account to the  Fixed Account,  THEREBY REDUCING THE  POLICY VALUE  HELD IN  THE
SUB-ACCOUNTS.  These transfers are not treated  as transfers for the purposes of
the transfer charge or the limit on the number of transfers.
 
                                       34
<PAGE>
    ILLUSTRATION  OF DETERMINATION  OF PROPORTIONS.  The segregated  amount that
will be security for a Policy loan  will come from the Fixed Accumulation  Value
and  the Variable Accumulation Value in the  same proportion that the sum of (a)
the Policy's Fixed Accumulation  Value, less any existing  Loan Amount, and  (b)
the   Policy's  Variable  Accumulation   Value,  bear  to   the  Policy's  total
Accumulation Value less any existing Loan  Amount (determined, in each case,  at
the end of the Valuation Period during which your request is received).
 
    This can be illustrated as follows. Assume that the Fixed Accumulation Value
is  $5,000 and the Variable Accumulation Value is $6,000, with Sub-Account XXX =
$2,000, and Sub-Account YYY  = $4,000. Assume that  the existing Loan Amount  is
$1,000,  and the new Policy loan request  is $5,000. For purposes of determining
the proportions,  we first  subtract the  existing Loan  Amount from  the  Fixed
Accumulation  Value, and then  we add the Variable  Accumulation Value, which in
our example would  be ($5,000 -  $1,000) + $6,000  = $10,000. The  proportionate
percentages  of the Policy loan coming from the Fixed Accumulation Value and the
Variable Accumulation Value are then determined  as a percentage of this  total,
which  would  be $4,000/$10,000  = 40%  from the  Fixed Accumulation  Value, and
$6,000/$10,000 =  60%  from  the Variable  Accumulation  Value.  The  percentage
deducted  from the Variable Accumulation Value  would be distributed as follows:
$2,000/$10,000 =  20%  from  Sub-Account  XXX; and  $4,000/$10,000  =  40%  from
Sub-Account  YYY.  The  actual  amounts  coming  from  the  various  Accounts in
connection with the new $5,000 Policy loan  would be 40% X $5,000 = $2,000  from
the  Fixed Account; 20% X $5,000 = $1,000 from Sub-Account XXX; and 40% X $5,000
= $2,000 from Sub-Account YYY.
 
    EFFECT ON INVESTMENT PERFORMANCE. Amounts  coming from the Variable  Account
as  security  for Policy  loans  will no  longer  participate in  the investment
performance of the Variable  Account. All amounts held  in the Fixed Account  as
security  for Policy loans (that is, the Loan Amount) will only be credited with
interest at an effective annual rate currently equal to 5.50% (guaranteed to  be
no  less than 4.00%). NO ADDITIONAL INTEREST  WILL BE CREDITED TO THESE AMOUNTS.
On the  Policy Anniversary,  any  interest credited  on  these amounts  will  be
credited  to the Fixed Account and the Variable Account according to the premium
allocation then in effect (see "Payment and Allocation of Premiums -- Allocation
of Premiums").
 
    Although Policy loans may be repaid in  whole or in part at any time  before
the  Insured's  Age  95,  Policy  loans  will  permanently  affect  the Policy's
potential Accumulation Value. As a result, to the extent that the Death  Benefit
depends  upon  the  Accumulation  Value (see  "Death  Benefit  --  Death Benefit
Options"), Policy loans  will also affect  the Death Benefit  under the  Policy.
This  effect  could  be  favorable  or  unfavorable  depending  on  whether  the
investment performance of  the assets  allocated to the  Sub-Account(s) is  less
than  or greater than the  interest being credited on  the assets transferred to
the Fixed Account  while the  loan is outstanding.  Compared to  a Policy  under
which  no loan is made, values under the Policy will be lower when such interest
credited is  less  than  the  investment  performance  of  assets  held  in  the
Sub-Account(s).
 
    EFFECT  ON POLICY COVERAGE. If, on  any Monthly Anniversary, the Loan Amount
is greater than the Accumulation Value,  plus any Sales Charge Refund, less  the
then  applicable Surrender  Charge, we  will notify  you. If  we do  not receive
sufficient payment within  61 days  from the  date we  send notice  to you,  the
Policy  will lapse and terminate  without value. Our written  notice to you will
indicate the amount  of the  payment required to  avoid lapse.  The Policy  may,
however, later be reinstated. See "Policy Lapse and Reinstatement".
 
    A  Policy loan  may also cause  termination of the  Death Benefit Guarantee,
because the Loan Amount is deducted from the total premiums paid in  calculating
whether  sufficient  premiums have  been  paid in  order  to maintain  the Death
Benefit Guarantee. See "Death Benefit Guarantee".
 
    Proceeds payable upon the death of the  Insured will be reduced by any  Loan
Amount.
 
    INTEREST.  The interest rate charged on Policy  loans will be an annual rate
of 7.40%,  payable in  advance. After  the  tenth Policy  Year, we  will  charge
interest at an annual rate of 5.21%, payable in advance, on that portion of your
Loan  Amount that is not  in excess of (a) the  Accumulation Value, less (b) the
total of  all premiums  paid and  all partial  withdrawals. Any  excess of  this
amount will be charged interest at the annual rate of 7.40%.
 
                                       35
<PAGE>
    Interest is payable in advance (for the rest of the Policy Year) at the time
any Policy loan is made and at the beginning of each Policy Year thereafter (for
that  entire Policy Year). If interest is not paid when due, it will be deducted
from the  Cash Surrender  Value as  an additional  Policy loan  (see  "Immediate
Effect of Policy Loans" above) and will be added to the existing Loan Amount.
 
    Because  we charge interest in advance, any interest that we have not earned
will be refunded to you  upon lapse or surrender of  the Policy or repayment  of
the Policy Loan.
 
    REPAYMENT  OF LOAN AMOUNT. The Loan Amount  may be repaid any time while the
Insured is living before the Insured reaches Age 95 (see "General Provisions  --
Benefits at Age 95"). If not repaid, the Loan Amount will be deducted by us from
any  amount payable under the Policy. As  described above, unless you provide us
with notice  to the  contrary, any  payments  on the  Policy will  generally  be
treated  as premium payments,  which are subject to  the Premium Expense Charge,
rather than repayments  on the Loan  Amount. Any repayments  on the Loan  Amount
will  result in  amounts being  reallocated from  the Fixed  Account and  to the
Sub-Accounts  of  the  Variable  Account  according  to  your  current   premium
allocation.
 
    TAX CONSIDERATIONS. A Policy loan may have tax consequences depending on the
circumstances of the loan. See "Federal Tax Matters -- Policy Proceeds".
 
FREE LOOK AND CONVERSION RIGHTS
 
FREE LOOK RIGHTS
    The  Policy provides  for two  types of return  or "free  look" periods, one
after application  for  and issuance  of  the Policy  and  the other  after  any
requested increase in Face Amount.
 
    AT INITIAL ISSUE. The Policy provides for an initial free look period during
which  you have  a right  to return  the Policy  for cancellation  and receive a
refund of all premiums paid. You must return the Policy to us or your agent  and
ask us to cancel the Policy by the latest of:
 
    - Midnight of the 20th day after receiving it;
 
    - Midnight  of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your application for the Policy is
      signed.
 
    FOLLOWING A REQUESTED  INCREASE IN  FACE AMOUNT. Any  requested increase  in
Face  Amount is also subject to a free look period during which you have a right
to cancel the increase and  receive a refund. You must  notify us or your  agent
and ask us to cancel the increase by the latest of:
 
    - Midnight of the 20th day after receiving a new Policy Data Page;
 
    - Midnight  of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the  date your request for the increase  is
      signed.
 
   
    Upon  requesting cancellation of the increase, you will receive a refund, if
you so request, or  otherwise a restoration to  the Policy's Accumulation  Value
(allocated  among the Fixed Account and the Sub-Accounts of the Variable Account
as if  it were  a  Net Premium  payment),  in an  amount  equal to  all  Monthly
Deductions  attributable to the  increase in Face  Amount, including rider costs
arising from the increase. This refund or credit will be made within seven  days
after  we  receive the  request  for cancellation  on  the appropriate  form. In
addition, the Surrender Charge will be adjusted so that it will be as though  no
such  increase in Face Amount  had occurred. Premiums paid  after an increase in
Face Amount will not be refunded following cancellation of the increase. If  you
request an increase in Face Amount you should take this into account in deciding
whether  to  make any  premium  payments during  the  free look  period  for the
increase.
    
 
    CONVERSION RIGHTS. During the first two Policy Years and the first two years
following a requested increase  in Face Amount, we  are required to provide  you
with an option to convert the Policy or any requested increase in Face Amount to
a life insurance policy under which the benefits do not vary with the investment
experience  of the Variable  Account. For policies issued  in all states, except
Connecticut and New Jersey, this option  is made available by permitting you  to
transfer all or a part of your Variable
 
                                       36
<PAGE>
Accumulation  Value to the Fixed Account. For policies issued in Connecticut and
New Jersey, you may exchange this Policy for a different permanent fixed benefit
life insurance policy that is offered by us in those states. The two  conversion
right options are discussed below.
 
    GENERAL  OPTION. In  all states except  Connecticut and New  Jersey, you may
exercise your conversion right by transferring all or any part of your  Variable
Accumulation  Value to the Fixed  Account. If, at any  time during the first two
Policy Years  or the  first two  years following  a requested  increase in  Face
Amount,  you request transfer from the Variable Account to the Fixed Account and
indicate that you are making the transfer in exercise of your conversion  right,
the  transfer will  not be  subject to  the transfer  charge and  will not count
against the limit  on the number  of transfers.  At the time  of such  transfer,
there  is no effect  on the Policy's  Death Benefit. Face  Amount, net amount at
risk, Rate Class(es) or Issue Age -- only the method of funding the Accumulation
Value under  the Policy  will be  affected. See  "Death Benefit",  "Accumulation
Value" and Appendix A, "The Fixed Account".
 
    If  you transfer  all of the  Variable Accumulation Value  from the Variable
Account to the Fixed Account and indicate  that you are making this transfer  in
exercise  of  your Conversion  Right, we  will  automatically credit  all future
premium payments  on  the policy  to  the Fixed  Account  unless you  request  a
different allocation.
 
    CONNECTICUT AND NEW JERSEY. During the first two policy years and during the
first  24 months following a requested increase  in Face Amount, you may convert
the Policy or the Face Amount increase to any fixed benefit whole life insurance
policy offered  by us.  No evidence  of insurability  will be  required for  the
conversion.  In order  to convert  to a  new policy,  we must  receive a written
conversion request; if the entire Policy is being converted, the Policy must  be
surrendered to us; the conversion must be made while the Policy is in force; and
any outstanding Loan Amount must be repaid.
 
    The new policy will have the same Issue Age and premium class as the Policy.
If  the entire Policy is  being converted, the effective  date of the conversion
will be the date on  which we receive both  your written conversion request  and
the  Policy. If you are converting a Face Amount increase, the effective date of
the conversion will  be the  date on which  we receive  your written  conversion
request.
 
    On  the effective date of the conversion,  the new policy will have, at your
option, either:
 
        (a) A death benefit which is equal to the Death Benefit of the Policy on
    the effective  date of  the conversion,  or in  the case  of a  Face  Amount
    increase, a death benefit equal to the increase in Face Amount; or
 
        (b) A net amount at risk which equals the Death Benefit of the Policy on
    the  effective date of  the conversion, less the  Accumulation Value on that
    date, or in the case of a Face  Amount increase, a net amount at risk  which
    equals the Face Amount increase on the effective date of conversion less the
    Accumulation  Value on that date which is  considered to be part of the Face
    Amount increase.
 
    The conversion will be  subject to an equitable  adjustment in payments  and
Policy  values to reflect variances,  if any, in the  payments and Policy values
under the  Policy and  the new  policy.  An additional  premium payment  may  be
required. The new Policy's provisions and charges will be the same as those that
would have been in effect had the new Policy been issued on the Policy Date.
 
INVESTMENTS OF THE VARIABLE ACCOUNT
 
    There  are currently  seventeen investment alternatives  available under the
Variable Account.  Fidelity  Management &  Research  Company is  the  investment
adviser  for the  five portfolios of  VIPF and  the four portfolios  of VIPF II.
Northstar Investment Management Corporation is the investment adviser of the two
Northstar Funds. Putnam Management is the  investment adviser for the six  funds
of  PCM.  We  reserve the  right  to  establish additional  Sub-Accounts  of the
Variable Account, each  of which could  invest in  a new Fund  with a  specified
investment objective.
 
    The  Funds  currently  offered  are  described  below.  A  brief  summary of
investment objectives is contained in the description of each Fund. In addition,
you should read  the prospectuses  of the Funds,  which are  combined with  this
prospectus,  for  more detailed  information and  particularly, a  more thorough
explanation  of  investment  objectives,  because  several  of  the  Funds   and
portfolios  may have objectives  that are quite similar.  There is a possibility
that one Fund might become liable for any misstatement, inaccuracy or incomplete
disclosure in another Fund's prospectus.
 
                                       37
<PAGE>
    The Fund  shares may  be  available to  fund  benefits under  both  variable
annuity  and variable  life contracts and  policies. This could,  in the future,
result in an irreconcilable conflict between the interests of the holders of the
different types of variable contracts. The Funds have advised us that they  will
monitor  for  such  conflicts  and will  promptly  provide  us  with information
regarding any such conflicts  should they arise or  become imminent and we  will
promptly  advise the Funds if we become aware of any such conflicts. If any such
material irreconcilable conflict arises we will arrange to eliminate and  remedy
such  conflict  up to  and including  establishing  a new  management investment
company  and  segregating  the  assets  underlying  the  variable  policies  and
contracts  at no cost to the holders of  the policies and contracts. For a brief
explanation of the conflicts that may  be involved in such situations, refer  to
the  section  entitled  "FMR  and  Its  Affiliates"  in  the  VIPF  and  VIPF II
Prospectuses and  the  section  entitled  "Sales and  Redemptions"  in  the  PCM
Prospectus.
 
    The  Funds described below distribute  dividends and capital gains. However,
distributions are automatically  reinvested in  additional Fund  shares, at  net
asset value. The Sub-Account receives the distributions which are then reflected
in the Unit Value of that Sub-Account. See "Accumulation Value".
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIPF)
    VIPF  is a mutual  fund currently offering  five investment portfolios, each
with a different investment objective.
 
    MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income  as
is  consistent with  preserving capital  and providing  liquidity. The portfolio
will  invest  only  in  high-quality   U.S.  dollar  denominated  money   market
instruments  of domestic and foreign issuers.  An investment in the portfolio is
not insured or guaranteed by the U.S. Government, and there can be no  assurance
that the Portfolio will maintain a stable net asset value per share of $1.00.
 
    HIGH  INCOME PORTFOLIO  seeks to  obtain a high  level of  current income by
investing  primarily  in  high-yielding,  lower-rated  fixed-income   securities
(sometimes  referred  to  as "junk  bonds"),  while also  considering  growth of
capital. Lower-rated  fixed-income  securities are  considered  speculative  and
involve  greater risk of  default than higher-rated  fixed-income securities and
are more sensitive to the issuer's capacity to pay. Consult the VIPF  Prospectus
for  further information on the risks associated with the portfolio's investment
in lower-rated fixed-income securities.
 
    EQUITY-INCOME PORTFOLIO seeks  reasonable income by  investing primarily  in
income-producing  equity securities. In choosing  these securities the portfolio
will also consider the potential for capital appreciation. The portfolio's  goal
is  to  achieve a  yield which  exceeds  the composite  yield on  the securities
comprising the Standard & Poor's Composite Index of 500 Stocks.
 
    GROWTH PORTFOLIO  seeks  to  achieve  capital  appreciation.  The  portfolio
normally purchases common stocks, although its investments are not restricted to
any  one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.
 
    OVERSEAS PORTFOLIO  seeks  long term  growth  of capital  primarily  through
investments  in foreign securities. The Overseas  Portfolio provides a means for
investors to diversify their  own portfolios by  participating in companies  and
economies outside of the United States.
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIPF II)
    VIPF II is a mutual fund currently offering five investment portfolios, each
with  a different investment objective. Presently, the following four portfolios
are available under this Policy.
 
    ASSET MANAGER PORTFOLIO seeks high total  return with reduced risk over  the
long-term  by allocating its assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.
 
    INVESTMENT GRADE BOND PORTFOLIO seeks as  high a level of current income  as
is  consistent with the preservation of capital by investing in a broad range of
investment-grade fixed-income securities.
 
    INDEX 500 PORTFOLIO seeks to  provide investment results that correspond  to
the total return (i.e., the combination of capital changes and income) of common
stocks  publicly traded  in the  United States.  In seeking  this objective, the
portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low. The portfolio is designed as a long-term investment option.
 
                                       38
<PAGE>
    CONTRAFUND PORTFOLIO seeks  capital appreciation by  investing in  companies
believed to be undervalued due to an overly pessimistic appraisal by the public.
The  portfolio invests primarily in common stock and securities convertible into
common stock, but it has the flexibility to invest in any type of security  that
may produce capital appreciation.
 
NORTHSTAR/NWNL TRUST (NORTHSTAR)
    Northstar  is a diversified management investment company currently offering
four investment funds, each with a different investment objective. The following
two Northstar Funds are available under this Policy.
 
    NORTHSTAR INCOME  AND  GROWTH  FUND  is  a  diversified  portfolio  with  an
investment  objective of seeking  current income balanced  with the objective of
achieving capital appreciation.  This Fund  will seek to  achieve its  objective
through  investments  in common  and  preferred stocks,  convertible securities,
investment grade corporate debt  securities and government securities,  selected
for their prospects of producing income and capital appreciation.
 
    NORTHSTAR  MULTI-SECTOR  BOND  FUND  is  a  diversified  portfolio  with  an
investment objective  of  maximizing current  income.  This Fund  will  seek  to
achieve its objective by investment in the following sectors of the fixed income
securities  markets: (a)  securities issued  or guaranteed  as to  principal and
interest by the U.S. Government, its agencies, authorities or instrumentalities;
(b)  investment  grade  corporate  debt  securities;  (c)  investment  grade  or
comparable  quality  debt securities  issued by  foreign corporate  issuers, and
securities issued  by  foreign  governments and  their  political  subdivisions,
limited  to 35%  of assets determined  at the  time of investment;  and (d) high
yield -- high risk fixed income securities of U.S. and foreign issuers,  limited
to 50% of assets determined at the time of investment.
 
PUTNAM CAPITAL MANAGER TRUST (PCM)
    PCM is a mutual fund currently offering eleven investment funds, each with a
different  investment  objective. Presently,  only the  following six  funds are
available under this Policy.
 
    PCM DIVERSIFIED  INCOME  FUND  seeks high  current  income  consistent  with
capital  preservation through U.S. government securities, high-yield higher risk
fixed income securities (commonly known as "junk bonds") and international fixed
income securities. Consult  the PCM  Prospectus for further  information on  the
risks  associated with this  Fund's investments in  high-yield higher-risk fixed
income securities.
 
    PCM GROWTH  AND INCOME  FUND  seeks capital  growth  and current  income  by
investing  primarily in common  stocks that offer  potential for capital growth,
current income, or both.
 
    PCM UTILITIES GROWTH AND INCOME FUND seeks capital growth and current income
by concentrating  its  investments  in  debt and  equity  securities  issued  by
companies in the public utilities industries.
 
    PCM  VOYAGER FUND seeks  capital appreciation primarily  from a portfolio of
common stocks  which are  believed to  have potential  for capital  appreciation
which is significantly greater than that of market averages.
 
    PCM  ASIA  PACIFIC  GROWTH  FUND  seeks  capital  appreciation  by investing
primarily in securities of companies located  in Asia and in the Pacific  Basin.
The  Fund's investments will  normally include common  stocks, preferred stocks,
securities convertible into common stocks  or preferred stocks, and warrants  to
purchase common stocks or preferred stocks.
 
    PCM NEW OPPORTUNITIES FUND seeks long-term capital appreciation by investing
principally in common stocks of companies in sectors of the economy which Putnam
Management believes possess above-average long-term growth potential.
 
ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS
    We  reserve the  right, subject to  compliance with applicable  law, to make
additions to, deletions from, or substitutions  for the shares that are held  by
the  Variable Account or that the Variable  Account may purchase. We reserve the
right to eliminate the shares  of any of the Funds  and to substitute shares  of
another  Fund  or of  another open-end,  registered  investment company,  if the
shares of a Fund are no longer  available for investment, or if in our  judgment
further  investment  in any  Fund  should become  inappropriate  in view  of the
purposes of the Variable Account. We will not substitute any shares attributable
to your interest  in a Sub-Account  of the Variable  Account without notice  and
prior  approval of the SEC, to the extent required by the Investment Company Act
of 1940 or other
 
                                       39
<PAGE>
applicable law. Nothing contained herein shall prevent the Variable Account from
purchasing other  securities of  other Funds  or classes  of policies,  or  from
permitting  a conversion between  Funds or classes  of policies on  the basis of
requests made by Policy owners.
 
    We also  reserve  the right  to  establish additional  Sub-Accounts  of  the
Variable  Account, each  of which would  invest in a  new Fund, or  in shares of
another  investment  company,  with   a  specified  investment  objective.   New
Sub-Accounts may be established when, in our sole discretion, marketing needs or
investment  conditions warrant, and any new  Sub-Accounts will be made available
to existing  Policy owners  on a  basis  to be  determined by  us. We  may  also
eliminate  one or more Sub-Accounts if,  in our sole discretion, marketing, tax,
or investment conditions warrant.
 
    In the event of any such substitution or change, we may make such changes in
this and  other policies  as may  be necessary  or appropriate  to reflect  such
substitution or change. If all or a portion of your investments are allocated to
any  of  the current  funds  that are  being substituted  for  on the  date such
substitution is announced,  you may  surrender the portion  of the  Accumulation
Value funded by such Fund(s) without payment of the associated Surrender Charge.
You  may transfer the portion of the Accumulation Value affected without payment
of a Transfer Charge.  If deemed by us  to be in the  best interests of  persons
having voting rights under the Policies, the Variable Account may be operated as
a  management  company under  the  Investment Company  Act  of 1940,  it  may be
deregistered under  that  Act  in  the event  such  registration  is  no  longer
required, or it may be combined with our other separate accounts.
 
VOTING RIGHTS
 
    You  have the right to instruct us  how to vote the Fund shares attributable
to the Policy at  regular meetings and  special meetings of  the Funds. We  will
vote  the  Fund  shares  held  in  Sub-Accounts  according  to  the instructions
received, as long as:
 
    - The Variable Account is  registered as a unit  investment trust under  the
      Investment Company Act of 1940; and
 
    - The assets of the Variable Account are invested in Fund shares.
 
    If  we determine that,  because of applicable  law or regulation,  we do not
have to vote  according to the  voting instructions received,  we will vote  the
Fund shares at our discretion.
 
    All  persons entitled to voting rights and the number of votes they may cast
are determined as of a record date, selected by us, not more than 90 days before
the meeting of the Fund. All Fund proxy materials and appropriate forms used  to
give voting instructions will be sent to persons having voting interests.
 
    Any  Fund shares held  in the Variable  Account for which  we do not receive
timely voting instructions, or which are not attributable to Policy owners, will
be voted by us in proportion to the instructions received from all Policy owners
having a voting interest in the Fund. Any  Fund shares held by us or any of  our
affiliates  in general accounts  will, for voting purposes,  be allocated to all
separate accounts having  voting interests  in the  Fund in  proportion to  each
account's  voting interest in the respective Fund, and will be voted in the same
manner as are the respective account's votes.
 
    Owning the Policy does  not give you  the right to vote  at meetings of  our
stockholders.
 
    DISREGARD  OF VOTING INSTRUCTIONS. We may,  when required by state insurance
regulatory  authorities,  disregard  voting  instructions  if  the  instructions
require   that  the  shares   be  voted  so   as  to  cause   a  change  in  the
subclassification  or  investment  objective  of  any  Fund  or  to  approve  or
disapprove  an investment  advisory contract for  any Fund. In  addition, we may
disregard voting instructions in favor of changes initiated by a Policy owner in
the investment policy  or the investment  adviser of any  Fund if we  reasonably
disapprove  of such changes. A change would  be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we determine  that the  change would  have  an adverse  effect on  the  Variable
Account  in  that  the proposed  investment  policy  for a  Fund  may  result in
speculative or  unsound  investments.  In  the  event  we  do  disregard  voting
instructions,  a summary of that action and  the reasons for such action will be
included in the next annual report to owners.
 
                                       40
<PAGE>
GENERAL PROVISIONS
 
BENEFITS AT AGE 95
    If the Insured  is living at  Age 95 and  the Policy is  in force, the  Cash
Surrender  Value of the Policy will  automatically be applied to purchase single
premium paid-up life insurance, unless the Insured notifies us in writing on  or
before attaining Age 95 that the Cash Surrender Value should be paid in cash.
 
OWNERSHIP
    While the Insured is alive, subject to the Policy's provisions you may:
 
    - Change the amount and frequency of premium payments.
 
    - Change the allocation of premiums.
 
    - Change the Death Benefit Option.
 
    - Change the Face Amount.
 
    - Make transfers between accounts.
 
    - Surrender the Policy for cash.
 
    - Make a partial withdrawal for cash.
 
    - Receive a cash loan.
 
    - Assign the Policy as collateral.
 
    - Change the beneficiary.
 
    - Transfer ownership of the Policy.
 
    - Enjoy any other rights the Policy allows.
 
PROCEEDS
    At  the Insured's death, the proceeds payable include the Death Benefit then
in force:
 
    - Plus any additional amounts provided by rider on the life of the Insured;
 
    - Plus any Policy loan interest that we have collected but not earned;
 
    - Minus any Loan Amount; and
 
    - Minus any unpaid Monthly Deductions.
 
BENEFICIARY
    You may name one or more beneficiaries on the application when you apply for
the Policy.  You  may later  change  beneficiaries  by written  request.  If  no
beneficiary  is surviving when the Insured dies,  the Death Benefit will be paid
to you, if surviving, or otherwise to your estate.
 
POSTPONEMENT OF PAYMENTS
    Payments from  the  Variable Account  for  Death Benefits,  cash  surrender,
partial  withdrawal, or loans will generally be  made within seven days after we
receive all the documents required for the payments.
 
    We may, however, delay making  a payment when we  are not able to  determine
the  Variable  Accumulation Value  because (i)  the New  York Stock  Exchange is
closed, other than customary weekend or holiday closings, or trading on the  New
York  Stock Exchange  is restricted by  the SEC,  (ii) the SEC  by order permits
postponement for the protection of Policyholders, or (iii) an emergency  exists,
as  determined by the  SEC, as a result  of which disposal  of securities is not
reasonably practicable  or it  is not  reasonably practicable  to determine  the
value  of the  Variable Account's  net assets.  Transfers and  allocation to and
against any Sub-Account  of the  Variable Account  may also  be postponed  under
these circumstances.
 
    Any  of the payments described  above which are made  from the Fixed Account
may be delayed up to six months from the date we receive the documents required.
We will pay interest at  an effective annual rate of  3.50% if we delay  payment
more  than  30 days.  No additional  interest  will be  credited to  any delayed
payments. The time a payment from the Fixed Account may be delayed and the  rate
of interest paid on such amounts may vary among states.
 
                                       41
<PAGE>
SETTLEMENT OPTIONS
    Settlement  Options are  ways you can  choose to have  the Policy's proceeds
paid. These options apply to proceeds paid:
 
    - At the Insured's death.
 
    - On total surrender of the Policy.
 
    The proceeds are paid to one or more  payees. The proceeds may be paid in  a
lump  sum  or may  be  applied to  one of  the  following Settlement  Options. A
combination of options  may be  used. At  least $2,500  must be  applied to  any
option  for  each payee  under that  option. Under  an installment  Option, each
payment must be at least $25.00. We may adjust the interval to make each payment
at least $25.00.
 
    Proceeds applied to any Option no  longer earn interest at the rate  applied
to the Fixed Account or participate in the investment performance of the Funds.
 
    Option  1 -- Proceeds are left with us to earn interest. Withdrawals and any
    changes are subject to our approval.
 
    Option 2  -- Proceeds  and interest  are  paid in  equal installments  of  a
    specified amount until the proceeds and interest are all paid.
 
    Option  3 --  Proceeds and  interest are  paid in  equal installments  for a
    specified period until the proceeds and interest are all paid.
 
    Option 4 -- The proceeds provide an annuity payment with a specified  number
    of  months "certain". The payments are continued for the life of the primary
    payee. If the  primary payee  dies before the  certain period  is over,  the
    remaining payments are paid to a contingent payee.
 
    Option  5 --  The proceeds provide  a life  income for two  payees. When one
    payee dies, the  surviving payee receives  two-thirds of the  amount of  the
    joint monthly payment for life.
 
    Option  6 -- The proceeds are used to  provide an annuity based on the rates
    in effect when the proceeds  are applied. We do not  apply this Option if  a
    similar option would be more favorable to the payee at that time.
 
    INTEREST  ON  SETTLEMENT OPTIONS.  We base  the  interest rate  for proceeds
applied under Options 1 and 2 on the  interest rate we declare on funds that  we
consider  to be in the same classification  based on the Option, restrictions on
withdrawal, and other  factors. The  interest rate will  never be  less than  an
effective annual rate of 3.50%.
 
    In  determining amounts to be paid under Options 3 and 4, we assume interest
at an effective annual rate of 3.50%.  Also, for Option 3 and "certain"  periods
under  Option 4, we credit  any excess interest we may  declare on funds that we
consider to be in the same  classification based on the Option, restrictions  on
withdrawal, and other factors.
 
INCONTESTABILITY
    After  the Policy has  been in force  during the Insured's  lifetime for two
years from the Policy's Issue Date, we cannot claim the Policy is void or refuse
to pay any proceeds unless the Policy has lapsed.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death  Benefit increase has its own  two-year
contestable period measured from the date of the increase.
 
    If  the Policy  is reinstated, the  contestable period is  measured from the
date of reinstatement  with respect to  statements made on  the application  for
reinstatement.
 
MISSTATEMENT OF AGE AND SEX
    If the Insured's Age or sex or both are misstated (except where unisex rates
apply),  the  Death Benefit  will be  the amount  that the  most recent  cost of
insurance would  purchase using  the  current cost  of  insurance rate  for  the
correct Age and sex.
 
SUICIDE
    If  the Insured commits suicide, whether sane or insane, within two years of
the Policy's Issue Date, we do not pay the Death Benefit. Instead, we refund all
premiums paid for the Policy and any attached riders, minus any Loan Amounts and
partial withdrawals.
 
                                       42
<PAGE>
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death  Benefit increase has its own  two-year
suicide  limitation  for  the proceeds  associated  with that  increase.  If the
Insured commits  suicide,  whether sane  or  insane,  within two  years  of  the
effective  date of the increase, we pay  the Death Benefit prior to the increase
and refund the cost of insurance for that increase.
 
    In Colorado and North Dakota, the suicide period is shortened to one year.
 
TERMINATION
    The Policy terminates when any of the following occurs:
 
    - The Policy lapses. See "Policy Lapse and Reinstatement".
 
    - The Insured dies.
 
    - The Policy is surrendered for its Cash Surrender Value.
 
    - The Policy is amended according to the amendment provision described below
      and you do not accept the amendment.
 
    - The Policy matures. See "General Provisions -- Benefits at Age 95".
 
AMENDMENT
    We reserve the  right to amend  the Policy  in order to  include any  future
changes relating to the following:
 
    - Any SEC rulings and regulations.
 
    -  The Policy's qualification for treatment as a life insurance policy under
the following:
     -- The Internal Revenue Code of 1986, as amended.
     -- Internal Revenue Service rulings and regulations.
     -- Any requirements imposed by the Internal Revenue Service.
 
REPORTS
 
    ANNUAL STATEMENT.  We will  send you  an Annual  Statement once  each  year,
showing  the  Face Amount,  Death  Benefit, Accumulation  Value,  Cash Surrender
Value, Loan Amount, premiums paid, Planned Periodic Premiums, interest  credits,
partial withdrawals, transfers, and charges since the last statement.
 
    Additional  statements are available upon request.  We may make a charge not
to exceed $50.00 for each additional Annual Statement you request.
 
    PROJECTION REPORT. Upon  request, we  will provide you  a report  projecting
future  results  based on  the  Death Benefit  Option  you specify,  the Planned
Periodic Premiums you specify, and the Accumulation Value of your Policy at  the
end of the prior Policy Year. We may make a charge not to exceed $50.00 for each
Projection Report you request.
 
DIVIDENDS
    The Policy does not entitle you to participate in our surplus. We do not pay
you dividends under the Policy.
 
    The  Sub-Account receives any  dividends paid by the  related Fund. Any such
dividend is credited to you through  the calculation of the Sub-Account's  daily
Unit Value.
 
COLLATERAL ASSIGNMENT
    You  may assign the  benefits of the  Policy as collateral  for a debt. This
limits your rights to the Cash  Surrender Value and the beneficiary's rights  to
the  proceeds.  An assignment  is not  binding  on us  until we  receive written
notice.
 
                                       43
<PAGE>
OPTIONAL INSURANCE BENEFITS
    The Policy can  include additional benefits,  in the form  of riders to  the
Policy,  if our  requirements for  issuing such  benefits are  met. We currently
offer the following benefit riders:
 
    ACCELERATED BENEFIT RIDER. Under certain  circumstances a part of the  Death
Benefit  may be  paid to  you when the  Insured has  been diagnosed  as having a
terminal illness.  This Rider  may not  be  available in  all states.  Ask  your
registered  representative about the  availability of this  Rider in your state.
See "Accelerated Benefit Rider".
 
    ACCIDENTAL DEATH  BENEFIT  RIDER.  Provides an  additional  benefit  if  the
Insured dies from an accidental injury.
 
    ADDITIONAL  INSURED RIDER. Provides a 10  year, guaranteed level premium and
level term coverage for  the Insured, the  Insured's spouse, or  a child of  the
Insured.
 
    WAIVER  OF MONTHLY DEDUCTION RIDER. The  Monthly Deduction for the Policy is
waived while the Insured is totally disabled under the terms of the rider.
 
    CHILDREN'S INSURANCE RIDER. Provides up to $10,000 of term life insurance on
the life of each of the Insured's children.
 
    COST OF LIVING INCREASE RIDER. Provides optional increases in Face Amount on
the life of  the Insured every  two years based  on the cost  of living  without
evidence of insurability.
 
    WAIVER OF SPECIFIED PREMIUM RIDER. Contributes a specified amount of premium
to  the Policy each month while the  Insured is totally disabled under the terms
of the rider. This rider may not be available in all states. Ask your registered
representative about the availability of this rider in your state.
 
FEDERAL TAX MATTERS
 
    The following discussion is not intended to be a complete description of the
tax status of the Policies. Rather, it provides information about how we believe
the tax  laws  apply in  the  most  commonly occurring  circumstances.  The  tax
treatment  of certain  aspects of the  Policies, such as  surrenders and partial
withdrawals, is  uncertain or  may  be changed  by  regulations adopted  in  the
future.  For these reasons, Policy owners are  advised to consult with their own
tax advisers with regard to the tax implications of the Policies.
 
POLICY PROCEEDS
 
    GENERAL. The Policy should qualify as  a life insurance contract as long  as
it  satisfies certain  definitional tests under  Section 7702 and  817(d) of the
Internal Revenue Code (the "Code") and as long as the underlying investments for
the Contract satisfy  diversification requirements under  section 817(h) of  the
Code  (see "Diversification  Requirements"). Section  7702 of  the Code provides
that the Policy will so qualify if  it satisfies a cash value accumulation  test
or  a guideline premium requirement and falls  within a cash value corridor. The
qualification of the Policy  under Section 7702 depends  in part upon the  Death
Benefit  payable under  the Policy at  any time. To  the extent a  change in the
Policy, such as a decrease in Face  Amount or a change in Death Benefit  Option,
would  cause the Policy not to qualify, we will not make the change. Also, if at
any time a premium is  paid which would result  in total premiums exceeding  the
current  maximum  premiums allowed,  we  will only  accept  that portion  of the
premium which would  make total  premiums equal  the maximum  (see "Payment  and
Allocation of Premiums -- Amount and Timing of Premiums").
 
    MODIFIED  ENDOWMENT CONTRACTS. In 1988 Congress created a new classification
of life  insurance  policies known  as  "Modified Endowment  Contracts".  Policy
loans, partial surrenders and partial withdrawals of cash from a policy which is
classified  as a Modified  Endowment Contract are taxable  as ordinary income to
the Policy owner. Additionally, taxable distributions, if made before the Policy
owner is 59 1/2, are subject to a Federal income tax penalty of 10%.
 
    Modified Endowment Contract  classification may be  avoided by limiting  the
amount  of premiums paid  under the Policy.  If you contemplate  a large premium
payment under this  Policy, and you  wish to avoid  Modified Endowment  Contract
classification,  you may contact us in writing  before making the payment and we
will tell you the maximum amount which can be paid into the Policy.
 
    DIVERSIFICATION  REQUIREMENTS.  Flexible  premium  variable  life  insurance
policies  such as  these Policies  will be  treated as  life insurance contracts
under the Code as long as the separate accounts
 
                                       44
<PAGE>
funding them are "adequately diversified" under  section 817(h) of the Code  and
regulations  issued  by  the Treasury  Department.  If the  Variable  Account is
determined to  be not  adequately  diversified, Policy  owners in  the  Variable
Account  will  be  treated as  the  owners  of the  underlying  assets  and thus
currently  taxable  on  earnings  and  gains.  The  investment  adviser  of  the
respective mutual fund investment options has responsibility for maintaining the
investment diversification required under the Code.
 
    DEATH  BENEFITS. The Death  Benefit proceeds payable  under either the Level
Amount Option or the  Variable Amount Option will  be excludable from the  gross
income of the beneficiary under Section 101(a) of the Code.
 
TAXATION OF DISTRIBUTIONS
 
    SURRENDERS  AND PARTIAL WITHDRAWALS. A surrender  or lapse of the Policy may
have tax consequences. Upon surrender, the owner  will not be taxed on the  Cash
Surrender  Value except for the amount, if  any, that exceeds the gross premiums
paid less the untaxed portion of any prior withdrawals. The amount of any Policy
loan will, upon surrender  or lapse, be  added to the  Cash Surrender Value  and
treated,  for this  purpose, as if  it had  been received. A  loss incurred upon
surrender is generally not deductible. The  tax consequences of a surrender  may
differ if the proceeds are received under any income payment settlement option.
 
    A complete surrender of the Policy will, and a partial withdrawal may, under
Section  72(e)(5) of the  Code, be included  in your gross  income to the extent
that the  distribution exceeds  your investment  in the  Policy. Withdrawals  or
partial   surrenders  generally  are  not  taxable  unless  the  total  of  such
withdrawals exceeds  total premiums  paid to  the date  of withdrawal  less  the
untaxed  portion of  any prior  withdrawals. During  the first  15 policy years,
however, an additional amount may be taxable if the partial surrender results in
or is necessitated by a reduction in benefits. A qualified tax adviser should be
consulted regarding the tax consequences of any surrender or partial  withdrawal
during the first 15 policy years.
 
    The  increase in Accumulation  Value of the  Policy will not  be included in
gross income unless and until there  is a total surrender or partial  withdrawal
under  the  Policy. A  complete  surrender of  the  Policy will,  and  a partial
withdrawal may, under Section  72(e)(5) of the Code,  be included in your  gross
income to the extent the distribution exceeds your investment in the Policy.
 
    The  Unemployment  Compensation Amendments  of 1992  require us  to withhold
Federal income  tax at  the rate  of 20%  on most  distributions from  qualified
plans, unless the distribution is an "eligible rollover distribution" as defined
by  the  Unemployment Compensation  Act of  1992  and the  Policy owner  files a
written request  with us  for  a direct  rollover  to an  individual  retirement
account  as  described in  408(b)  of the  Code,  or as  applicable,  to another
qualified plan or a Section 403(b) arrangement that accepts rollovers.
 
    POLICY LOANS. Under Section 72(e)(5) of  the Code, loans received under  the
Policy  will be generally recognized  as loans for tax  purposes and will not be
considered to be distributions  subject to tax. Pursuant  to Section 163 of  the
Code, interest paid to us with respect to the loan may or may not be deductible,
depending  upon  a number  of factors.  If  the Policy  is a  Modified Endowment
Contract, a Policy loan or assignment  of any portion of the Accumulation  Value
will  be  taxable  in  an amount  equal  to  the  lesser of  the  amount  of the
loan/assignment or the excess of Accumulation Value over the Owner's  investment
in  the Policy. Due  to the complexity  of these factors,  a Policy owner should
consult a competent tax adviser as to the deductibility of interest paid on  any
Policy loans.
 
    OTHER  TAXES. Federal estate  taxes and state  and local estate, inheritance
and  other  taxes  may  become  due   depending  on  applicable  law  and   your
circumstances  or  the circumstances  of the  Policy beneficiary  if you  or the
Insured dies. Any person concerned about  the estate implications of the  Policy
should consult a competent tax adviser.
 
TAXATION OF POLICIES HELD BY PENSION AND CERTAIN DEFERRED COMPENSATION PLANS
 
    PENSION  AND PROFIT-SHARING PLANS. If a Policy is purchased by a trust which
forms part of a pension or profit-sharing plan qualified under Section 401(a) of
the Code for  the benefit of  participants covered under  the plan, the  Federal
income  tax  treatment of  such Policies  will be  somewhat different  from that
described above. A competent tax adviser should be consulted on these matters.
 
                                       45
<PAGE>
    DEFERRED COMPENSATION PLANS FOR PUBLIC EMPLOYEES AND EMPLOYEES OF TAX EXEMPT
ORGANIZATIONS. Section  457  of the  Code  permits state  and  local  government
employers  and tax exempt employers to establish deferred compensation plans for
eligible employees and independent contractors. Eligible plans limit the  amount
of  compensation which  may be  deferred. Distribution  from eligible  plans may
occur only upon the death of the employee, attainment of age 70 1/2,  separation
from  service or in the event of an unforseeable emergency. Amounts deferred may
be transferred  directly to  another eligible  deferred compensation  plan.  The
employer will be the Owner and Beneficiary of all policies issued to an eligible
plan.  Policies are subject  to the claims of  the employer's general creditors.
Death Benefit  proceeds  payable to  the  employer, some  or  all of  which  are
subsequently  paid by the employer to  the employee's beneficiary under the plan
will not be excludable from gross income under Section 101(a) or Section  101(b)
of  the Code and will be taxable as  ordinary income. An employee has no present
legal right or  vested interest  in such policies;  an employee  is entitled  to
distributions only in accordance with eligible plan provisions.
 
TAXATION OF NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
    We  do not initially expect to incur any income tax burden upon the earnings
or the realized  capital gains attributable  to the Variable  Account. Based  on
this  expectation, no charge is being made currently to the Variable Account for
Federal income taxes which may be  attributable to the Account. If, however,  we
determine  that we may  incur such tax burden,  we may assess  a charge for such
burden from the Variable Account.
 
    We may also incur state  and local taxes, in  addition to premium taxes,  in
several  states.  At present  these taxes  are  not significant.  If there  is a
material change in  state or local  tax laws,  charges for such  taxes, if  any,
attributable to the Variable Account, may be made.
 
OTHER CONSIDERATIONS
    The  foregoing discussion is general and is  not intended as tax advice. Any
person concerned about  these tax  implications should consult  a competent  tax
adviser.  This discussion is  based on our understanding  of the present Federal
income tax laws as they are currently interpreted by the IRS. No  representation
is  made  as  to  the  likelihood of  continuation  of  these  current  laws and
interpretations. It should be further  understood that the foregoing  discussion
is not exhaustive and that special rules not described in this Prospectus may be
applicable in certain situations. Moreover, no attempt has been made to consider
any applicable state or other tax laws.
 
LEGAL DEVELOPMENTS REGARDING EMPLOYMENT -- RELATED BENEFIT PLANS
 
    The  Policy is based  on actuarial tables which  distinguish between men and
women and therefore provide different benefits to men and women of the same Age.
Employers and employee organizations should consider, in consultation with legal
counsel, the impact of  the Supreme Court  decision of July  6, 1983 in  ARIZONA
GOVERNING  COMMITTEE  V.  NORRIS.  That decision  stated  that  optional annuity
benefits provided  under an  employee's deferred  compensation plan  could  not,
under  Title VII of the Civil Rights Act  of 1964, vary between men and women on
the basis of sex. Employers and employee organizations should also consider,  in
consultation  with  legal  counsel,  the  impact  of  Title  VII  generally, and
comparable  state  laws  that  may  be  applicable,  on  any  employment-related
insurance or benefit plan for which a Policy may be purchased.
 
    Because  of  the NORRIS  decision, the  charges under  the Policy  that vary
depending on sex may in some cases not  vary on the basis of the Insured's  sex.
Unisex  rates to be provided by us  will apply, if requested on the application,
for tax-qualified plans  and those  plans where  an employer  believes that  the
NORRIS  decision applies. In this case,  references made to the mortality tables
applicable to this Policy are to be disregarded and substituted with an 80% male
20% female  blend  of  the  1980 Commissioner's  Standard  Ordinary  Smoker  and
Non-Smoker Mortality Tables, Age Last Birthday.
 
DISTRIBUTION OF THE POLICIES
 
    We  intend to sell the Policies in  all jurisdictions where we are licensed.
The Policies will be sold by  licensed insurance agents who are also  registered
representatives  of broker-dealers registered with  the SEC under the Securities
Exchange Act of 1934 who are  members of the National Association of  Securities
Dealers, Inc.
 
    The  Policies  will be  distributed by  the general  distributor, Washington
Square Securities, Inc., (WSSI), a Minnesota corporation, which is an  affiliate
of  ours. WSSI is  a securities broker-dealer  registered with the  SEC and is a
member of the National Association of Securities Dealers, Inc. It is primarily a
mutual funds dealer and has dealer  agreements under which it markets shares  of
more than
 
                                       46
<PAGE>
50 mutual funds. It also markets limited partnerships and other tax-sheltered or
tax-deferred   investments,   and   acts  as   general   distributor  (principal
underwriter) for variable annuity products issued  by us. The Policies may  also
be sold through other broker-dealers authorized by WSSI and applicable law to do
so. Registered representatives of such broker-dealers may be paid on a different
basis than described below.
 
    Registered  representatives who  sell the Policies  will receive commissions
based on a commission schedule. In the first Policy Year, commissions  generally
will  be no  more than  50% of the  premiums paid  up to  the annualized Minimum
Monthly Premium, plus 2% of additional premiums. In any subsequent Policy  Year,
commissions  generally will be  2% of premiums paid  in that year. Corresponding
commissions will be paid upon a requested increase in Face Amount. In  addition,
a  commission  of .25%  of the  average monthly  Accumulation Value  during each
Policy Year may be paid. Further, registered representatives may be eligible  to
receive  certain  overrides and  other benefits  based on  the amount  of earned
commissions.
 
                                       47
<PAGE>
MANAGEMENT
 
DIRECTORS
 
   
<TABLE>
<CAPTION>
                       TERM                        PRINCIPAL OCCUPATION
                      EXPIRES                     AND BUSINESS EXPERIENCE
                    -----------  ---------------------------------------------------------
<S>                 <C>          <C>
R. Michael Conley         1997   Senior  Vice President of ReliaStar Financial Corp. since
                                 1991; Senior Vice President, 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.
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 1995; Chairman of ReliaStar Mortgage
                                 Corporation since 1988;  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.
</TABLE>
    
 
                                       48
<PAGE>
   
<TABLE>
<CAPTION>
                       TERM                        PRINCIPAL OCCUPATION
                      EXPIRES                     AND BUSINESS EXPERIENCE
                    -----------  ---------------------------------------------------------
<S>                 <C>          <C>
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.                 1997   Senior Vice President, Technology of ReliaStar  Financial
Salipante                        Corp.  and Northwestern  National Life  Insurance Company
                                 since 1996; Senior Vice President, Individual Division of
                                 Northwestern National Life Insurance Company since  1996;
                                 Senior Vice President, Strategic Marketing and Technology
                                 of  ReliaStar Financial  Corp. and  Northwestern National
                                 Life Insurance  Company from  1994 to  1996; Senior  Vice
                                 President  and Chief Financial Officer from 1992 to 1994;
                                 Executive Vice President  of Ameritrust Corporation  from
                                 1988  to  1992;  Director  of  subsidiaries  of ReliaStar
                                 Financial Corp.
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  Office from 1991 to  1993;
                                 President  and Chief Operating Officer from 1989 to 1991;
                                 President and  Chief  Operating Officer  of  Northwestern
                                 National  Life  Insurance  Company  from  1986  to  1991;
                                 Director of subsidiaries of ReliaStar Financial Corp.
Steven W. Wishart         1996   Senior Vice  President and  Chief Investment  Officer  of
                                 ReliaStar   Financial  Corp.  since   1989;  Senior  Vice
                                 President of Northwestern National Life Insurance Company
                                 since 1981;  President  and Chief  Executive  Officer  of
                                 ReliaStar Investment Research, Inc. since 1996; President
                                 of  Washington  Square Capital  Inc.  from 1981  to 1996;
                                 President of WSCR,  Inc. from 1986  to 1996; Director  of
                                 National   Benefit  Resources  Group  Services  Inc.  and
                                 subsidiaries of ReliaStar Financial Corp.
</TABLE>
    
 
   
The Executive Committee and Finance Committee of our Board of Directors consists
of Directors Flittie, Huneke, Rodby, Roe, Salipante, 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
Robert C.
 Salipante          Senior Vice President -- Individual Insurance and
                     Technology
Craig R. Rodby      Senior Vice President -- Financial Management
Steven W. Wishart   Senior Vice President -- Investments and Pensions
</TABLE>
    
 
                                       49
<PAGE>
    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  reorganization  and
demutualization  of  the Company  in 1989.  The  Participation Fund  Account was
established for the purpose  of maintaining the  dividend practices relative  to
certain  policies previously issued  by the Company's  former Mutual Department.
The Participation Fund  Account is  not a  separate account  as described  under
Minnesota  Statutes Chapter 61A. An annual examination of the Participation Fund
Account is made by independent  consulting actuaries representing the  Insurance
Division of the State of Minnesota.
 
MASSACHUSETTS AND MONTANA RESIDENTS
 
    All  Policy provisions described in the prospectus that are based on the sex
of the Insured should  be disregarded. This  Policy will be  issued on a  unisex
basis.
 
    References  made to the mortality tables applicable to this Policy are to be
disregarded and  substituted with  an 80%  male  20% female  blend of  the  1980
Commissioner's  Standard Ordinary  Smoker and  Non-Smoker Mortality  Tables, Age
Last Birthday.
 
LEGAL PROCEEDINGS
 
    There are no legal proceedings to which the Variable Account is a party.  We
are  engaged in  litigation of various  kinds; however, our  management does not
believe that any of this litigation is of material importance in relation to our
total assets.
 
BONDING ARRANGEMENTS
 
    An insurance  company  blanket  bond  is  maintained  providing  $25,000,000
coverage  for  our  officers  and  employees  and  those  of  Washington  Square
Securities, Inc., (WSSI), subject to a $500,000 deductible.
 
LEGAL MATTERS
 
    Legal matters  in  connection  with  the Variable  Account  and  the  Policy
described  in this Prospectus have been passed upon by James E. Nelson, Esquire,
Attorney for the Company.
 
EXPERTS
 
   
    The financial  statements  of  NWNL's Select*Life  Variable  Account  as  of
December  31, 1995  and for each  of the three  years then ended  and the annual
financial statements of Northwestern National Life Insurance Company included in
this Prospectus  have  been  audited  by  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.
 
                                       50
<PAGE>
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.
 
                                       51
<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
    
 
                                       52
<PAGE>
   
                 (This page has been left blank intentionally.)
    
 
                                       53
<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.
 
                                       54
<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.
 
                                       55
<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.
 
                                       56
<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.
 
                                       57
<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.
 
                                       58
<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.
    
 
                                       59
<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>
    
 
                                       60
<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          1,572            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>
    
 
                                       61
<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>
    
 
                                       62
<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>
    
 
                                       63
<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>
    
 
                                       64
<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>
    
 
                                       65
<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>
    
 
                                       66
<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>
    
 
                                       67
<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>
    
 
                                       68
<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>
    
 
                                       69
<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>
    
 
                                       70
<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
    
 
                                       71
<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.
 
                                       72
<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.
 
                                       73
<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.
 
                                       74
<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.
 
                                       75
<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.
    
 
                                       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)
    
   
    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
    
 
                                       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)
    
   
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.
    
 
   
                                       78
    
<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%.
    
 
                                       79
<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.
    
 
                                       80
<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>
    
 
                                       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)
    
 
   
    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.
    
 
                                       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)
    
   
    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>
    
 
                                       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)
    
   
    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.
    
 
                                       84
<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.
    
 
                                       85
<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.
    
 
                                       86
<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>
    
 
                                       87
<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.
    
 
                                       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
    
 
   
    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>
    
 
                                       89
<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.
    
 
                                       90
<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
    
 
                                       91
<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>
    
 
                                       92
<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
    
 
                                       93
<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
    
 
                                       94
<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).
    
 
                                       95
<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.
    
 
                                       96
<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.
    
 
                                       97
<PAGE>
                                   APPENDIX A
                               THE FIXED ACCOUNT
 
    The  Fixed Account  consists of all  of our  assets other than  those in our
separate accounts. We have complete ownership  and control of all of the  assets
of the Fixed Account.
 
    Because of exemptions and exclusions contained in the Securities Act of 1933
and  the  Investment  Company  Act  of 1940,  the  Fixed  Account  has  not been
registered under these acts. Neither the Fixed Account nor any interest in it is
subject to the provisions of these acts and as a result the SEC has not reviewed
the disclosures  in this  Prospectus  relating to  the Fixed  Account.  However,
disclosures  relating to the  Fixed Account are  subject to generally applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in prospectuses.
 
    We  guarantee both principal  and interest on amounts  credited to the Fixed
Account. We  credit  interest  at an  effective  annual  rate of  at  least  4%,
independent  of the  investment experience  of the  Fixed Account.  From time to
time, we may guarantee interest at a rate higher than 4%.
 
    ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF
4% PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME THE RISK  THAT
INTEREST  CREDITED TO THE FIXED ACCOUNT MAY  NOT EXCEED THE MINIMUM GUARANTEE OF
4% FOR A GIVEN YEAR.
 
    We do not use  a specific formula for  determining excess interest  credits.
However, we consider the following:
 
    - General economic trends,
 
    - Rates of return currently available on our investments,
 
    - Rates  of  return  anticipated  in  our  investments,  regulatory  and tax
      factors, and
 
    - Competitive factors.
 
    We are  not aware  of any  statutory limitations  to the  maximum amount  of
interest we may credit and our Board of Directors has not set any limitations.
 
    The  Fixed Accumulation Value of  the Policy is the  sum of the Net Premiums
credited to the  Fixed Account. It  is increased by  transfers and Loan  Amounts
from  the Variable  Account, and  interest credits.  It is  decreased by Monthly
Deductions and partial withdrawals taken from the Fixed Account and transfers to
the Variable Account. The Fixed Accumulation  Value will be calculated at  least
monthly on the monthly anniversary date.
 
    You  may  transfer all  or  part of  your  Fixed Accumulation  Value  to the
Sub-Accounts  of  the  Variable  Account,  subject  to  the  following  transfer
limitations:
 
    - The request to transfer must be postmarked no more than 30 days before the
      Policy Anniversary and no later than 30 days after the Policy Anniversary.
      Only one transfer is allowed during this period.
 
    - The  Fixed Accumulation Value after the transfer must be at least equal to
      the Loan Amount.
 
    - No more than 50% of the  Fixed Accumulation Value (minus any Loan  Amount)
      may  be transferred unless the balance,  after the transfer, would be less
      than $1,000. If  the balance  would be less  than $1,000,  the full  Fixed
      Accumulation Value (minus any Loan Amount) may be transferred.
 
    - You must transfer at least:
 
        --  $500, or
 
        --   the total Fixed Accumulation Value  (minus any Loan Amount) if less
            than $500.
 
    We make  the  Monthly  Deduction  from  your  Fixed  Accumulation  Value  in
proportion to the total Accumulation Value of the Policy.
 
    The  Surrender  Charge  described in  the  Prospectus applies  to  the total
Accumulation Value, which includes  the Fixed Accumulation  Value. If the  Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will  be reduced by any applicable Surrender  Charge, any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.
 
                                      A-1
<PAGE>
                                   APPENDIX B
                       CALCULATION OF ACCUMULATION VALUE
 
    The  Accumulation Value of  the Policy is  equal to the  sum of the Variable
Accumulation Value plus the Fixed Accumulation Value.
 
VARIABLE ACCUMULATION VALUE
    The Variable  Accumulation  Value  is  the total  of  your  values  in  each
Sub-Account. The value for each Sub-Account is equal to:
 
1 multiplied by 2, where:
 
1
Is your current number of Accumulation Units (described below).
 
2
Is the current Unit Value (described below).
 
    The  Variable Accumulation Value will vary  from Valuation Date to Valuation
Date (described below) reflecting changes in 1 and 2 above.
 
    ACCUMULATION UNITS. When  transactions are  made which  affect the  Variable
Accumulation  Value,  dollar amounts  are converted  to Accumulation  Units. The
number of Accumulation Units for a  transaction is found by dividing the  dollar
amount of the transaction by the current Unit Value.
 
    The number of Accumulation Units for a Sub-Account increases when:
 
    - Net Premiums are credited to that Sub-Account; or
 
    - Transfers  from the  Fixed Account or  other Sub-Accounts  are credited to
      that Sub-Account.
 
    The number of Accumulation Units for a Sub-Account decreases when:
 
    - You take out a Policy loan from that Sub-Account;
 
    - You take a partial withdrawal from that Sub-Account;
 
    - We take a portion of the Monthly Deduction from that Sub-Account; or
 
    - Transfers are made  from that Sub-Account  to the Fixed  Account or  other
      Sub-Accounts.
 
    UNIT  VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal
to the previous Unit Value times the Net Investment Factor for that  Sub-Account
(described  below) for  the Valuation  Period (described  below) ending  on that
Valuation Date. The  Unit Value was  initially set at  $10 when the  Sub-Account
first purchased Fund shares.
 
    NET  INVESTMENT FACTOR. The Net Investment  Factor is a number that reflects
charges to the Policy and the  investment performance during a Valuation  Period
of  the Fund in which a Sub-Account is invested. If the Net Investment Factor is
greater than one, the Unit Value is  increased. If the Net Investment Factor  is
less than one, the Unit Value is decreased. The Net Investment Factor for a Sub-
Account is determined by dividing 1 by 2.
 
(1 DIVIDED BY 2), where:
 
1
Is the result of:
 
    - The  net asset value per share of the Fund shares in which the Sub-Account
      invests, determined at the end of the current Valuation Period;
 
    - Plus the per share  amount of any dividend  or capital gain  distributions
      made  on  the Fund  shares  in which  the  Sub-Account invests  during the
      current Valuation Period;
 
    - Plus or minus a per share charge or credit for any taxes reserved which we
      determine has resulted from the  investment operations of the  Sub-Account
      and to be applicable to the Policy.
 
                                      B-1
<PAGE>
2
Is the result of:
 
    - The  net asset value per share of the Fund shares held in the Sub-Account,
      determined at the end of the last prior Valuation Period;
 
    - Plus or minus  a per share  charge or  credit for any  taxes reserved  for
      during  the last prior  Valuation Period which  we determine resulted from
      the investment operations  of the  Sub-Account and was  applicable to  the
      Policy.
 
    VALUATION  DATE; VALUATION PERIOD. A Valuation Date is each day the New York
Stock Exchange is open for trading or any other day on which there is sufficient
trading in a Fund's portfolio securities to materially affect the Unit Value  in
the corresponding Sub-Account of the Variable Account. A Valuation Period is the
period  between  two  successive Valuation  Dates,  commencing at  the  close of
business of a Valuation  Date and ending  at the close of  business on the  next
Valuation Date.
 
FIXED ACCUMULATION VALUE
    The Fixed Accumulation Value on the Policy Date is your Net Premium credited
to  the Fixed Account on that date minus the Monthly Deduction applicable to the
Fixed Accumulation Value for the first Policy Month.
 
    After the Policy Date, the Fixed Accumulation Value is calculated as:
 
1 + 2 + 3 + 4 - 5 - 6, where:
 
1
Is the  Fixed Accumulation  Value  on the  preceding Monthly  Anniversary,  plus
interest from the Monthly Anniversary to the date of the calculation.
 
2
Is  the  total of  your Net  Premiums credited  to the  Fixed Account  since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation.
 
3
Is the total of your  transfers from the Variable  Account to the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
4
Is  the total of your  Loan Amounts transferred from  the Variable Account since
the preceding Monthly Anniversary.
 
5
Is the total of your  transfers to the Variable  Account from the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
6
Is  the  total of  your partial  withdrawals  from the  Fixed Account  since the
preceding Monthly Anniversary, plus interest from the date of withdrawal to  the
date of the calculation.
 
    If  the date of the calculation is a Monthly Anniversary, we also reduce the
Fixed Accumulation  Value by  the applicable  Monthly Deduction  for the  Policy
Month following the Monthly Anniversary.
 
    The   minimum  interest  rate  applied  in  the  calculation  of  the  Fixed
Accumulation Value is an effective annual rate of 4%. Interest in excess of  the
minimum  rate may be applied in the calculation of your Fixed Accumulation Value
in a manner which our Board of Directors determines.
 
                                      B-2
<PAGE>
                                   APPENDIX C
            ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES,
                   CASH SURRENDER VALUES, AND DEATH BENEFITS
 
    The  following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the  Variable Account.  The tables  show how  the Accumulation  Values,  Cash
Surrender Values, and Death Benefits of a Policy issued to an Insured of a given
Age (who pays the given Planned Periodic Premiums annually) would vary over time
if  the investment return of the assets held in the Funds were a uniform, gross,
after-tax, annual rate of 0 percent, 6 percent or 12 percent.
 
    The tables on pages C-2 through C-7 illustrate a Policy issued to a male Age
40,  in  a  standard  Rate  Class  and  qualifying  for  non-smoker  rates.  The
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if
the  Insured  were  in a  substandard  Rate Class  or  did not  qualify  for the
nonsmoker  rates  because  the  cost  of  insurance  would  be  increased.   The
Accumulation Values, Cash Surrender Values and Death Benefits would be different
from  those shown if the  gross annual investment returns  averaged 0 percent, 6
percent, and 12 percent over a period  of years, but fluctuated above and  below
those averages for individual Policy Years.
 
    Within  the tables, the second and fifth columns illustrate the Accumulation
Value of the Policy  over the designated period.  The Accumulation Value is  the
total  amount that a Policy  provides for investment at  any time. The third and
sixth columns  illustrate  the  Cash  Surrender  Value  of  a  Policy  over  the
designated  period. The Cash Surrender Value  is equal to the Accumulation Value
less  any  Surrender  Charges,  Loan  Amount  (assumed  to  be  zero  in   these
illustrations)  and unpaid  Monthly Deductions  (also assumed  to be  zero). The
fourth and seventh  columns illustrate the  Death Benefit of  a Policy over  the
designated  period. The second, third, and fourth columns assume that throughout
the life  of the  Policy, the  monthly charge  for the  cost of  insurance,  the
Monthly  Mortality and Expense Charge and  the Monthly Administrative Charge are
based upon the maximums (i.e. guaranteed)  permitted in the policy. The  maximum
allowable  cost of insurance rates are  based on the 1980 Commissioners Standard
Ordinary Mortality  Tables for  Nonsmokers and  Smokers. The  fifth, sixth,  and
seventh  columns  assume that  the  monthly charge  for  cost of  insurance, the
Monthly Mortality and Expense Charge, and the Monthly Administrative Charge  are
based  on the current  amounts expected to  be charged. The  Death Benefits also
vary between tables depending upon whether the Level Amount Death Benefit Option
(Tables at pages C-2  through C-4) or the  Variable Amount Death Benefit  Option
(Tables at pages C-5 through C-7) is illustrated.
 
   
    The  amounts shown for  the Accumulation Values,  Cash Surrender Values, and
Death  Benefits  reflect  the  fact  that  the  net  investment  return  of  the
Sub-Accounts  of the Variable Account is  lower than the gross, after-tax return
on the assets held in  the Funds as a result  of the Funds' operating  expenses.
The  values shown take into  account the daily total  operating expenses paid by
the available portfolios of the VIPF, VIPF II, Northstar and PCM which  together
are  assumed to be at an average annual rate of 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 return  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
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                              GUARANTEED COSTS                                               CURRENT COSTS
        ------------------------------------------------------------  ------------------------------------------------------------
               (1) (2)                 (1) (2)             (1) (2)           (1) (2)                 (1) (2)             (1) (2)
POLICY      ACCUMULATION            CASH SURRENDER          DEATH         ACCUMULATION            CASH SURRENDER          DEATH
 YEAR           VALUE                   VALUE              BENEFIT            VALUE                   VALUE              BENEFIT
- ------        ---------               ---------           ---------         ---------               ---------           ---------
<S>     <C>                    <C>                       <C>          <C>                    <C>                       <C>
   1                744                       0***          100,000*              809                       0***          100,000*
   2              1,460                     300***          100,000             1,592                     432***          100,000
   3              2,147                       0             100,000*            2,347                     137             100,000
   4              2,805                     405             100,000             3,072                     672             100,000
   5              3,433                   1,033             100,000             3,767                   1,367             100,000
   6              4,027                   1,867             100,000             4,429                   2,269             100,000
   7              4,587                   2,667             100,000             5,060                   3,140             100,000
   8              5,112                   3,432             100,000             5,657                   3,977             100,000
   9              5,600                   4,160             100,000             6,217                   4,777             100,000
  10              6,048                   4,848             100,000             6,739                   5,539             100,000
  11              6,454                   5,494             100,000             7,254                   6,294             100,000
  12              6,811                   6,091             100,000             7,727                   7,007             100,000
  13              7,115                   6,635             100,000             8,151                   7,671             100,000
  14              7,359                   7,119             100,000             8,521                   8,281             100,000
  15              7,537                   7,537             100,000             8,831                   8,831             100,000
  20              7,225                   7,225             100,000             9,289                   9,289             100,000
AGE 70                0                       0                   0             3,652                   3,652             100,000
  **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A  $1,200.00 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
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                            GUARANTEED COSTS                                           CURRENT COSTS
        --------------------------------------------------------  --------------------------------------------------------
              (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
POLICY     ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
 YEAR          VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
- ------       ---------             ---------          ---------        ---------             ---------          ---------
<S>     <C>                  <C>                     <C>          <C>                  <C>                     <C>
   1               799                     0***         100,000*             867                    37***         100,000
   2             1,617                   457***         100,000            1,757                   597***         100,000
   3             2,453                   243            100,000            2,672                   462            100,000
   4             3,307                   907            100,000            3,608                 1,208            100,000
   5             4,178                 1,778            100,000            4,566                 2,166            100,000
   6             5,065                 2,905            100,000            5,545                 3,385            100,000
   7             5,966                 4,046            100,000            6,546                 4,626            100,000
   8             6,880                 5,200            100,000            7,568                 5,888            100,000
   9             7,807                 6,367            100,000            8,608                 7,168            100,000
  10             8,744                 7,544            100,000            9,667                 8,467            100,000
  11             9,689                 8,729            100,000           10,791                 9,831            100,000
  12            10,636                 9,916            100,000           11,936                11,216            100,000
  13            11,581                11,101            100,000           13,099                12,619            100,000
  14            12,517                12,277            100,000           14,273                14,033            100,000
  15            13,438                13,438            100,000           15,456                15,456            100,000
  20            17,612                17,612            100,000           21,361                21,361            100,000
AGE 70          18,285                18,285            100,000           33,496                33,496            100,000
  75             6,142                 6,142            100,000           35,679                35,679            100,000
  80                 0                     0                  0           29,435                29,435            100,000
  **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,200.00 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 85.
    
 
   
*** 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 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
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                          GUARANTEED COSTS                                         CURRENT COSTS
        -----------------------------------------------------  -----------------------------------------------------
             (1) (2)              (1) (2)           (1) (2)         (1) (2)              (1) (2)           (1) (2)
POLICY     ACCUMULATION        CASH SURRENDER        DEATH        ACCUMULATION        CASH SURRENDER        DEATH
 YEAR         VALUE                VALUE            BENEFIT          VALUE                VALUE            BENEFIT
- ------      ---------            ---------         ---------       ---------            ---------         ---------
<S>     <C>                 <C>                   <C>          <C>                 <C>                   <C>
   1               855                  25*          100,000              925                  95*          100,000
   2             1,782                 622*          100,000            1,931                 771*          100,000
   3             2,786                 576           100,000            3,025                 815           100,000
   4             3,876               1,476           100,000            4,214               1,814           100,000
   5             5,058               2,658           100,000            5,507               3,107           100,000
   6             6,340               4,180           100,000            6,913               4,753           100,000
   7             7,730               5,810           100,000            8,445               6,525           100,000
   8             9,241               7,561           100,000           10,113               8,433           100,000
   9            10,882               9,442           100,000           11,930              10,490           100,000
  10            12,666              11,466           100,000           13,911              12,711           100,000
  11            14,605              13,645           100,000           16,144              15,184           100,000
  12            16,713              15,993           100,000           18,593              17,873           100,000
  13            19,003              18,523           100,000           21,278              20,798           100,000
  14            21,492              21,252           100,000           24,222              23,982           100,000
  15            24,199              24,199           100,000           27,454              27,454           100,000
  20            41,925              41,925           100,000           49,255              49,255           100,000
AGE 70         118,302             118,302           137,230          149,066             149,066           172,917
  75           194,979             194,979           208,628          251,164             251,164           268,746
  80           318,808             318,808           334,748          420,156             420,156           441,164
  85           511,307             511,307           536,873          692,380             692,380           727,000
  90           801,782             801,782           841,872        1,123,593           1,123,593         1,179,773
  95         1,265,374           1,265,374         1,278,028        1,833,199           1,833,199         1,851,532
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A  $1,200.00 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
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                              GUARANTEED COSTS                                               CURRENT COSTS
        ------------------------------------------------------------  ------------------------------------------------------------
               (1) (2)                 (1) (2)             (1) (2)           (1) (2)                 (1) (2)             (1) (2)
POLICY      ACCUMULATION            CASH SURRENDER          DEATH         ACCUMULATION            CASH SURRENDER          DEATH
 YEAR           VALUE                   VALUE              BENEFIT            VALUE                   VALUE              BENEFIT
- ------        ---------               ---------           ---------         ---------               ---------           ---------
<S>     <C>                    <C>                       <C>          <C>                    <C>                       <C>
   1                741                       0***          100,742*              807                       0***          100,808*
   2              1,453                     293***          101,454             1,585                     425***          101,586
   3              2,134                       0             102,135*            2,334                     124             102,334
   4              2,784                     384             102,784             3,051                     651             103,051
   5              3,400                   1,000             103,400             3,734                   1,334             103,735
   6              3,980                   1,820             103,980             4,383                   2,223             104,383
   7              4,523                   2,603             104,523             4,996                   3,076             104,997
   8              5,027                   3,347             105,028             5,572                   3,892             105,572
   9              5,491                   4,051             105,491             6,108                   4,668             106,108
  10              5,911                   4,711             105,912             6,601                   5,401             106,602
  11              6,284                   5,324             106,284             7,082                   6,122             107,083
  12              6,604                   5,884             106,604             7,516                   6,796             107,516
  13              6,865                   6,385             106,865             7,895                   7,415             107,895
  14              7,060                   6,820             107,061             8,212                   7,972             108,213
  15              7,184                   7,184             107,184             8,463                   8,463             108,464
  20              6,505                   6,505             106,506             8,499                   8,499             108,500
AGE 70                0                       0                   0             1,716                   1,716             101,717
  **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,200.00 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
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                            GUARANTEED COSTS                                           CURRENT COSTS
        --------------------------------------------------------  --------------------------------------------------------
              (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
POLICY     ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
 YEAR          VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
- ------       ---------             ---------          ---------        ---------             ---------          ---------
<S>     <C>                  <C>                     <C>          <C>                  <C>                     <C>
   1               797                     0***         100,797*             865                    35***         100,865
   2             1,610                   450***         101,610            1,750                   590***         101,751
   3             2,438                   228            102,439            2,657                   447            102,658
   4             3,281                   881            103,282            3,583                 1,183            103,583
   5             4,137                 1,737            104,138            4,526                 2,126            104,526
   6             5,003                 2,843            105,004            5,485                 3,325            105,485
   7             5,878                 3,958            105,879            6,460                 4,540            106,461
   8             6,760                 5,080            106,761            7,449                 5,769            107,449
   9             7,647                 6,207            107,647            8,449                 7,009            108,449
  10             8,535                 7,335            108,535            9,457                 8,257            109,458
  11             9,419                 8,459            109,419           10,519                 9,559            110,520
  12            10,293                 9,573            110,293           11,589                10,869            111,589
  13            11,149                10,669            111,150           12,659                12,179            112,659
  14            11,979                11,739            111,980           13,721                13,481            113,721
  15            12,774                12,774            112,775           14,769                14,769            114,770
  20            15,886                15,886            115,886           19,505                19,505            119,506
AGE 70          10,311                10,311            110,311           24,713                24,713            124,714
  75                 0                     0                  0           17,547                17,547            117,547
  **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A  $1,200.00 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 80.
    
 
   
*** 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 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
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                            GUARANTEED COSTS                                           CURRENT COSTS
        --------------------------------------------------------  --------------------------------------------------------
              (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
POLICY     ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
 YEAR          VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
- ------       ---------             ---------          ---------        ---------             ---------          ---------
<S>     <C>                  <C>                     <C>          <C>                  <C>                     <C>
   1               853                    23*           100,853              922                    92*           100,923
   2             1,774                   614*           101,774            1,923                   763*           101,923
   3             2,769                   559            102,770            3,008                   798            103,009
   4             3,845                 1,445            103,846            4,184                 1,784            104,184
   5             5,007                 2,607            105,007            5,457                 3,057            105,457
   6             6,261                 4,101            106,261            6,835                 4,675            106,836
   7             7,614                 5,694            107,614            8,329                 6,409            108,330
   8             9,074                 7,394            109,074            9,947                 8,267            109,948
   9            10,649                 9,209            110,649           11,698                10,258            111,699
  10            12,348                11,148            112,348           13,594                12,394            113,594
  11            14,178                13,218            114,178           15,716                14,756            115,716
  12            16,146                15,426            116,146           18,022                17,302            118,022
  13            18,259                17,779            118,260           20,523                20,043            120,524
  14            20,524                20,284            120,524           23,233                22,993            123,234
  15            22,948                22,948            122,948           26,168                26,168            126,169
  20            37,787                37,787            137,787           44,864                44,864            144,865
AGE 70          83,574                83,574            183,574          117,775               117,775            217,776
  75           113,614               113,614            213,614          181,015               181,015            281,015
  80           142,471               142,471            242,471          271,412               271,412            371,412
  85           158,889               158,889            258,890          399,432               399,432            499,432
  90           136,803               136,803            236,803          581,909               581,909            681,909
  95            32,882                32,882            132,883          848,257               848,257            948,257
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,200.00 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 FACE
                              AMOUNT (INITIAL FACE AMOUNT OR
  INSURED'S AGE AT POLICY     AMOUNT OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                 0           $          1.00  $          1.00
                 1                      1.10             1.00
                 2                      1.20             1.00
                 3                      1.30             1.00
                 4                      1.40             1.00
                 5                      1.50             1.00
                 6                      1.60             1.00
                 7                      1.80             1.00
                 8                      2.00             1.00
                 9                      2.20             1.20
                10                      2.50             1.40
                11                      2.80             1.60
                12                      3.00             1.80
                13                      3.20             2.00
                14                      3.50             2.20
                15                      3.80             2.40
                16                      4.00             2.60
                17                      4.20             2.80
                18                      4.50             3.00
                19                      4.80             3.20
                20                      5.00             3.50
                21                      5.30             3.90
                22                      5.90             4.20
                23                      6.30             4.50
                24                      6.90             5.00
                25                      7.50             5.50
                26                      7.80             6.10
                27                      8.40             6.70
                28                      8.80             7.30
                29                      9.40             7.70
                30                     10.00             8.00
                31                     10.80             8.60
                32                     11.50             9.20
                33                     12.30             9.80
                34                     13.10            10.40
                35                     14.00            11.00
                36                     14.90            11.60
                37                     15.70            12.20
 
<CAPTION>
                                CHARGE PER $1,000 OF FACE
                              AMOUNT (INITIAL FACE AMOUNT OR
  INSURED'S AGE AT POLICY     AMOUNT OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                38           $         16.80  $         12.80
                39                     17.90            13.90
                40                     19.00            15.00
                41                     19.60            16.10
                42                     20.40            17.20
                43                     21.30            18.00
                44                     22.10            18.90
                45                     23.00            19.50
                46                     23.90            20.60
                47                     24.90            21.70
                48                     25.90            22.50
                49                     27.00            23.30
                50                     28.20            24.20
                51                     29.40            25.20
                52                     30.70            26.20
                53                     32.10            27.20
                54                     33.50            28.00
                55                     35.00            29.50
                56                     36.70            30.70
                57                     38.40            32.00
                58                     40.20            33.40
                59                     42.20            34.80
                60                     44.30            36.40
                61                     45.60            38.10
                62                     45.40            40.00
                63                     45.30            41.90
                64                     44.90            43.90
                65                     44.60            45.50
                66                     44.30            45.00
                67                     43.90            44.60
                68                     43.60            44.10
                69                     43.30            43.70
                70                     43.10            43.30
                71                     42.80            42.90
                72                     42.60            42.50
                73                     42.40            42.10
                74                     42.20            41.70
                75                     41.90            41.20
</TABLE>
 
                                      D-1
<PAGE>
                                   APPENDIX E
 
              SURRENDER CHARGE GUIDELINE PER $1,000 OF FACE AMOUNT
 
    The following table provides the Surrender Charge Guideline factors that are
used in determining the Sales Charge Refund during the first two Policy Years or
the  first two years following a requested  increase in Face Amount (see section
entitled "Sales Charge  Refund" in Prospectus).  The Surrender Charge  Guideline
factors  are based upon the provisions of Rule 6e-3(T) adopted by the Securities
and Exchange Commission.
<TABLE>
<CAPTION>
                                SURRENDER CHARGE GUIDELINE
                                PER $1,000 OF FACE AMOUNT
                              (INITIAL FACE AMOUNT OR AMOUNT
  INSURED'S AGE AT POLICY         OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                 0           $          5.97  $          4.46
                 1                      6.14             4.58
                 2                      6.39             4.77
                 3                      6.67             4.97
                 4                      6.95             5.18
                 5                      7.26             5.40
                 6                      7.58             5.64
                 7                      7.92             5.89
                 8                      8.28             6.15
                 9                      8.66             6.42
                10                      9.06             6.71
                11                      9.48             7.02
                12                      9.92             7.34
                13                     10.38             7.67
                14                     10.85             8.03
                15                     11.34             8.39
                16                     11.85             8.77
                17                     12.37             9.17
                18                     12.91             9.59
                19                     13.47            10.03
                20                     14.07            10.49
                21                     14.69            10.98
                22                     15.34            11.48
                23                     16.03            12.02
                24                     16.76            12.58
                25                     17.53            13.17
                26                     18.35            13.79
                27                     19.21            14.44
                28                     20.11            15.12
                29                     21.07            15.84
                30                     22.08            16.60
                31                     23.14            17.39
                32                     24.26            18.22
                33                     25.43            19.10
                34                     26.66            20.03
                35                     27.96            21.00
                36                     29.32            22.02
                37                     30.76            23.09
 
<CAPTION>
                                SURRENDER CHARGE GUIDELINE
                                PER $1,000 OF FACE AMOUNT
                              (INITIAL FACE AMOUNT OR AMOUNT
  INSURED'S AGE AT POLICY         OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                38           $         32.26  $         24.21
                39                     33.84            25.39
                40                     35.49            26.62
                41                     37.23            27.91
                42                     39.06            29.27
                43                     40.97            30.69
                44                     42.98            32.19
                45                     45.09            33.76
                46                     47.30            35.40
                47                     49.62            37.14
                48                     52.07            38.96
                49                     54.64            40.89
                50                     57.34            42.91
                51                     60.18            45.04
                52                     63.16            47.28
                53                     66.29            49.64
                54                     69.58            52.13
                55                     73.03            54.76
                56                     76.66            57.53
                57                     80.47            60.47
                58                     84.48            63.57
                59                     88.70            66.87
                60                     93.15            70.38
                61                     97.82            74.10
                62                    102.75            78.05
                63                    107.93            82.23
                64                    113.38            86.67
                65                    119.11            91.37
                66                    125.14            96.36
                67                    131.50           101.66
                68                    138.21           107.32
                69                    145.30           113.37
                70                    152.79           119.85
                71                    160.71           126.78
                72                    169.07           134.21
                73                    177.88           142.15
                74                    187.17           150.62
                75                    196.97           159.67
</TABLE>
 
                                      E-1
<PAGE>


                                  SIGNATURES
   
As required by the Securities Act of 1933 and the Investment Company Act of
1940, Registrant certifies that it meets all of the requirements of
effectiveness of this Amendment to the Registration Statement pursuant to Rule
485(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
     Wayne R. Huneke       and Chief Financial Officer
                           (Principal Accounting Officer)
   
R. MICHAEL CONLEY        KENNETH U. KUK           ROBERT C. SALIPANTE  
RICHARD R. CROWL         WILLIAM R. MERRIAM       DONALD L. SWANSON 
JOHN H. FLITTIE          CRAIG R. RODBY           JOHN G. TURNER 
WAYNE R. HUNEKE          DAVID H. ROE             STEVEN W. WISHART 
    
*James E. Nelson, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named directors of Northwestern National Life
Insurance Company pursuant to powers of attorney duly executed by such persons.

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


<PAGE>
                                     PART II

                     CONTENTS OF REGISTRATION STATEMENT
   
This Post-Effective Amendment No. 5 to the Registration Statement comprises the
following papers and documents:
    
     The facing sheet.
     The general form of Prospectus, consisting of 109 pages.
     Undertakings to file reports.* (Filed in Pre-Effective 
          Amendment No. 1 on September 14, 1993)
     Representation pursuant to Paragraph (b)(13)(iii)(F) under 
          Rule 6e-3(T).* (Filed in Pre-Effective Amendment No. 1 on 
          September 14, 1993)
     The signatures.
     Written consents of the following persons:
   
     1.   James E. Nelson, Esquire - Filed as EX-99.2.
     2.   Actuary Consent - 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 Pre-Effective Amendment No. 1 on September
               14, 1993)
           (2) Not applicable.
           (3) (a)  General Distributor Agreement between Washington Square
                    Securities, Inc. and NWNL.* (Filed in Original S-6
                    Registration Statement on January 11, 1993)
           (3) (b)  Specimens of Selling Agreements.* (Filed in Post-Effective
                    Amendment No. 2 on February 23, 1995)
           (4) Not applicable.
           (5) (a)  Form of Policy available (together with available Policy
                    riders).* (Filed in Original S-6 Registration Statement on
                    January 11, 1993)
           (5) (b)  Waiver of Specified Premium Rider.* (Filed in Post-Effective
                    Amendment No. 2 on February 23, 1995)
           (5) (c)  Accelerated Benefit Rider. (Filed in Post-Effective
                    Amendment No. 4)
           (5) (d)  Connecticut Modification Rider. (Filed in Post-Effective
                    Amendment No. 4)
           (5) (e)  Form of policy available in New Jersey.
           (6) (a)  Amended Articles of Incorporation of NWNL.* (Filed in Pre-
                    Effective Amendment No. 1 on September 14, 1993)
           (6) (b)  Amended By-Laws of NWNL.* (Filed in Pre-Effective Amendment
                    No. 1 on September 14, 1993)
           (7) Not applicable.
           (8) (a)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund and Fidelity Distributors Corporation and
    

<PAGE>

Page 2

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

   
     EX-99.C1.   Auditors' Consent.
    

     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 -- 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 -- 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>

[Northwestern National Life Insurance Company Letterhead]

                                                                       EX-99.2


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. 33-57244 (the "Registration Statement") and I have examined such other 
documents and have reviewed such matters as I deemed necessary for this 
opinion, and I advise you that in my opinion:

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

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

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

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

Very truly yours,


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

James E. Nelson
Counsel



<PAGE>

                                                                  Exhibit 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. 33-57244) 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>

                                                                   Exhibit 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 Form S-6, 
as amended through and including Post-Effective Amendment No. 5 thereto, File 
No. 33-57244.

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>
                                                                     Exhibit 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 11th day of March, 1996.


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


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

<PAGE>


                 NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY


                              POWER OF ATTORNEY
                           OF DIRECTOR AND OFFICER



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

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's 
hand this 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 INFORMATION EXTRACTED FROM NWNL'S
SELECT*LIFE VARIABLE ACCOUNT ANNUAL REPORT FOR THE YEAR ENDED 12-31-95,
ANNUAL REPORT (FORM NSAR) FILING PURSUANT TO SECTION 15(d) OF THE 1934 ACT
AND SECTION 30(b) OF THE 1940 ACT, 24F-2NT AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</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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