SELECT LIFE VARIABLE ACCOUNT, S-6EL24, 1996-12-23

SELECT LIFE VARIABLE ACCOUNT
S-6EL24, 1996-12-23

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As filed with the Securities and Exchange Commission on December 20, 1996

Registration No. 33-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

SELECT*LIFE VARIABLE ACCOUNT
(Exact Name of Registrant)

RELIASTAR LIFE INSURANCE COMPANY
20 Washington Avenue South
Minneapolis, MN 55440
(Name and Address of principal executive office of depositor)

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

Richard R. Crowl
Senior Vice President, General Counsel
ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis, MN 55440

Copy to:

Robert B. Saginaw
Counsel
ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis, MN 55440

Approximate date of proposed public offering:
As soon as practicable after the effective date of the Registration Statement.

Flexible Premium Variable Life Insurance Policies -- Registration of an
indefinite amount of securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940.
---------------------------------

The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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

<PAGE>
SELECT*LIFE VARIABLE ACCOUNT

CROSS REFERENCE SHEET
(Reconciliation and Tie Sheet)

ITEM NUMBER OF FORM
N-8B-2 HEADING IN THE PROSPECTUS
<S> <C> <C>
1 Cover Page

2 Cover Page

3 Not Applicable

4 Distribution of the Policies

5 ReliaStar 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; 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 Definitions; Distribution of
the Policies

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

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

ITEM NUMBER OF FORM
N-8B-2 HEADING IN THE PROSPECTUS
<S> <C> <C>
19 Voting Rights; General Provisions

20 Not Applicable

21 Policy Loans

22 Not Applicable

23 Bonding Arrangements

24 Definitions; General Provisions

25 ReliaStar Life Insurance Company

26 Not Applicable

27 ReliaStar Life Insurance Company; Other Contracts
Issued by Us

28 Management

29 ReliaStar Life Insurance Company

30 Not Applicable

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 Not Applicable

36 Not Applicable

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

ITEM NUMBER OF FORM
N-8B-2 HEADING IN THE PROSPECTUS
<S> <C> <C>
47 Investments of the Variable Account

48 ReliaStar 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

58 Not Applicable

59 Not Applicable
</TABLE>

<PAGE>

20 Washington Avenue South
Minneapolis, Minnesota 55401

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

SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
ISSUED BY
SELECT*LIFE VARIABLE ACCOUNT
OF
RELIASTAR LIFE INSURANCE COMPANY

This Prospectus describes a survivorship flexible premium variable life
insurance policy (the "Policy") offered by ReliaStar Life Insurance Company
("we", "us", "our" or the "Company"). This Policy is designed to provide
lifetime insurance protection, 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 Surviving Joint
Insured's death. As long as the Policy remains in force, the Death Benefit up to
age 100 of the younger Joint Insured will never be less than the current Face
Amount less any Policy loans and unpaid charges. After age 100 the Death Benefit
is equal to the Accumulation Value. The Minimum Face Amount of the Policy is
currently $250,000. The Face Amount may be increased, subject to certain
limitations, provided that the increase is not less than $5,000. Generally, the
Policy will remain in force as long as the Policy's Cash Surrender Value (that
is, the amount that would be paid to you upon surrender of the Policy) is
sufficient to pay certain monthly charges imposed in connection with the Policy
(including the cost of insurance and certain administrative charges). In
addition, the Policy will remain in force until the Average Age of the Joint
Insureds 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 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 Variable 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.

1
<PAGE>

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

THE DATE OF THIS PROSPECTUS IS APRIL XX, 1997.

46203

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

The Policy provides for 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 SURVIVORSHIP 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>
<CAPTION>
DEFINITIONS.....................................................................................................................6

PART 1. SUMMARY
<S> <C>
How does the Policy compare to traditional life insurance?.............................................................9
What is the Death Benefit?............................................................................................10
What flexibility do you have to adjust the amount of the Death Benefit?...............................................10
What is the Death Benefit Guarantee?..................................................................................10
If the Death Benefit Guarantee is not in effect, what will cause the Policy to lapse?.................................10
What is the Fixed Account?............................................................................................11
What is the Variable Account?.........................................................................................11
What are the minimum and maximum premium payments allowed?............................................................11
How are premiums allocated to the investment options?.................................................................11
Who are the investment advisers of the Funds?.........................................................................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?.....................................................................................12
What are the free look and conversion rights?.........................................................................13
Can you transfer between the Sub-Accounts and/or the Fixed Account?...................................................13
Can you borrow against the value of the Policy?.......................................................................13
Are Death Benefit proceeds taxable income to the beneficiary?.........................................................13
Are Accumulation Value increases included in your taxable income?.....................................................13
Will exercising certain Policy rights have tax consequences?..........................................................13
Who sells the Policies?...............................................................................................14

PART 2. DETAILED INFORMATION

ReliaStar 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.........................................................................................20
Change in Death Benefit Option...............................................................................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......................................................................................24
Death Benefit Guarantee...............................................................................................24
Accumulation Value....................................................................................................25
Deductions and Charges................................................................................................25
Premium Expense Charge.......................................................................................26

Monthly Deduction............................................................................................26
Surrender Charge.............................................................................................27
Charges Against the Variable Account.........................................................................28
Partial Withdrawal and Transfer Charges......................................................................29
Reduction of Charges.........................................................................................29
Policy Lapse and Reinstatement........................................................................................30
Surrender Benefits....................................................................................................30
Total Surrender..............................................................................................30
Partial Withdrawal...........................................................................................31
Transfers.............................................................................................................32
Policy Loans..........................................................................................................33
Free Look and Conversion Rights.......................................................................................36
Free Look Rights.............................................................................................36
Conversion Rights............................................................................................36
Investments of the Variable Account...................................................................................36
Fidelity's Variable Insurance Products Fund (VIPF):..........................................................37
Fidelity's Variable Insurance Products Fund II (VIPF II):....................................................38
Northstar Variable Trust (Northstar):........................................................................38
Putnam Capital Manager Trust (PCM):..........................................................................38
Addition, Deletion, or Substitution of Investments...........................................................39
Voting Rights.........................................................................................................39
General Provisions....................................................................................................40
Benefits at Age 100..........................................................................................40
Ownership....................................................................................................40
Proceeds.....................................................................................................41
Beneficiary..................................................................................................41
Postponement of Payments.....................................................................................41
Settlement Options...........................................................................................41
Incontestability.............................................................................................42
Misstatement of Age and Sex..................................................................................43
Suicide......................................................................................................43
Termination..................................................................................................43
Amendment....................................................................................................43
Reports......................................................................................................43
Dividends....................................................................................................44
Collateral Assignment........................................................................................44
Optional Insurance Benefits..................................................................................44
Federal Tax Matters...................................................................................................44
Policy Proceeds..............................................................................................44
Taxation of Distributions....................................................................................45
Other Transactions ..........................................................................................46
Taxation of ReliaStar Life Insurance Company.................................................................46
Other Considerations.........................................................................................46
Distribution of the Policies..........................................................................................47
Management............................................................................................................47
Directors....................................................................................................47
Executive Officers...........................................................................................49
State Regulation......................................................................................................49
Montana Residents.....................................................................................................49
Legal Proceedings.....................................................................................................49
Bonding Arrangements..................................................................................................50
Legal Matters.........................................................................................................50
Experts...............................................................................................................50

4
<PAGE>
<CAPTION>

Registration Statement Contains Further Information...................................................................50
Financial Statements..................................................................................................50
Appendix A - The Fixed Account.......................................................................................A-1
Appendix B - Calculation of Accumulation Value.......................................................................B-1
Appendix C - Illustration of Accumulation Values, Surrender Charges,
Cash Surrender Values and Death Benefits...........................................................C-1
Fund Prospectuses
Fidelity's Variable Insurance Products Fund (VIPF):.......................................................VIP-1
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):...............................................VIPII-1
Investment Grade Bond Portfolio..................................................................VIPII-1
Asset Manager Portfolio..........................................................................VIPII-1
Index 500 Portfolio..............................................................................VIPII-1
Contrafund Portfolio.............................................................................VIPII-1
Northstar Variable Trust (Northstar):
Northstar Income and Growth Fund.............................................................Northstar-1
Northstar Multi-Sector Bond Fund.............................................................Northstar-1
Putnam Capital Manager Trust (PCM):.......................................................................PCM-1
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 25
and Appendix B.

AVERAGE AGE. The sum of the ages of the Joint Insureds divided by two rounded to
the higher age.

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

CASH VALUE. The Accumulation Value less any Surrender Charge.

CODE. Internal Revenue Code of 1986, as amended.

DEATH BENEFIT. The amount determined under the applicable Death Benefit Option
(the Level Amount Option or the Variable Amount Option). The proceeds
payable to the beneficiary of the Policy upon the death of the Surviving
Joint 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 Average Age of the Joint Insureds reaches age 65
(or five Policy Years, if longer) if, on each Monthly Anniversary, the
total premiums paid on the Policy, less any partial withdrawals and any
Loan Amount, equals or exceeds the total required Minimum Monthly Premium
payments specified in your Policy, including the Minimum Monthly Premium
for the current Monthly Anniversary. See "Death Benefit Guarantee" at page
24.

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 to age 100 of the
younger Joint Insured as long as the Policy remains in force. See "Death
Benefit" at page 15.

FIXED ACCOUNT. The assets of ReliaStar 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 25 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 36.

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

JOINT INSUREDS. The persons upon whose lives this Policy is issued.

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 Accumulation Value multiplied by the corridor percentage
according to the younger Joint Insured's attained age. After age 100 the
Death Benefit is equal to the Cash Value. See "Death Benefit - Death
Benefit Options" at page 16.

6
<PAGE>

LOAN AMOUNT. The sum of all unpaid Policy loans including unpaid interest due
thereon. See "Policy Loans" at page 33.

MINIMUM FACE AMOUNT. The minimum Face Amount shown in the Policy (currently
$250,000).

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 each Joint 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 24.

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

MONTHLY DEDUCTION. A monthly charge deducted from the Accumulation Value of the
Policy. This charge includes the cost of insurance, the Monthly
Administrative Charge, the Monthly Mortality and Expense Risk Charge, the
Monthly Guarantee Death Benefit Charge, and any charges for optional
insurance benefits. See "Deductions and Charges - Monthly Deduction" at
page 26.

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 26.

MONTHLY GUARANTEE DEATH BENEFIT CHARGE. A monthly charge to compensate us for
the risk we assume in providing the Death Benefit Guarantee. This charge is
deducted for each Policy Month the Death Benefit Guarantee is in effect and
is part of the Monthly Deduction. The amount of this charge is $.03 per
$1,000 of Face Amount. See "Death Benefit Guarantee" at page 24 and
"Deductions and Charges - Monthly Deduction" at page 26.

MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for
certain mortality and expense risks we assume under the Policy. The
Mortality and Expense Risk Charge will be an annual rate of .90 of 1%(.90%)
of the Variable Accumulation Value of the Policy during the first 10 Policy
Years. During each Policy Year thereafter, it is anticipated that the
charge will be an annual rate of .25 of 1% (.25%) guaranteed not to exceed
.90 of 1% (.90%) for the duration of the Policy. See "Deductions and
Charges - Monthly Mortality and Expense Risk Charge" at page 27.

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

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

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

7
<PAGE>

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 survivorship flexible premium variable life insurance
Policy offered by us and described in this Prospectus.

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

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

POLICY MONTH. A month beginning on the Monthly Anniversary.

POLICY YEAR. A year beginning on the Policy Anniversary.

PREMIUM EXPENSE CHARGE. An amount deducted from each premium payment. The
Premium Expense Charge is guaranteed not to exceed 6.25% of each premium
payment plus $2.00 per premium payment. The Premium Expense Charge is
currently 6.25% of each premium payment in Policy Years 1-10 and 3.75% of
each premium after the tenth Policy Year. See "Deductions and Charges -
Premium Expense Charge".

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

SEC. Securities and Exchange Commission.

SIGNATURE GUARANTEE. A guarantee of your signature by a member firm of the New
York, American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange,
or by a commercial bank (not a savings bank) which is a member of the
Federal Deposit Insurance Corporation, or, in certain cases, by a member
firm of the National Association of Securities Dealers, Inc. that has
entered into an appropriate agreement with us.

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

SURRENDER CHARGE. A charge imposed upon total surrender or lapse of the Policy
during the first 15 Policy Years and the first 15 years following any
requested increase in Face Amount. See "Deductions and Charges -Surrender
Charge" at page 27.

SURVIVING JOINT INSURED. The Joint Insured who remains alive after the other
Joint Insured has died.

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

VALUATION DATE. Each day on which the New York Stock Exchange is open for
business except for a day that a Sub-account's corresponding Fund does not
value its shares. The New York Stock Exchange is currently closed on
weekends and on the following holidays: New Year's Day; Presidents' Day;
Good Friday; Memorial Day; July Fourth; Labor Day; Veterans Day;
Thanksgiving Day; and Christmas Day.

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.

8
<PAGE>

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" at page 25 and Appendix B.

VARIABLE AMOUNT OPTION. One of two Death Benefit Options available under the
Policy. Under this option, the Death Benefit is the greater of the Face
Amount plus the Accumulation Value of the Policy, or the Accumualtion Value
multiplied by the corridor percentage on the Valuation Date on or next
following the date of the younger Joint Insured's death. After age 100 the
Death Benefit is equal to the Cash Value. 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. ReliaStar Life Insurance Company.

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

PART 1. SUMMARY

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

HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE?

Like traditional life insurance:

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

o As long as you meet the requirements for the Death Benefit Guarantee,
your Policy will remain in force until the Average Age of the Joint
Insureds reaches age 65 (or five Policy Years, if longer).

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

o The Policy has a loan value.

o The Fixed Accumulation Value is guaranteed.

Unlike traditional life insurance:

9
<PAGE>

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

o You may transfer existing values among the investment options.

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

o You choose between two Death Benefit Options.

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

o 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 Accumulation Value multiplied by the
corridor percentage according to the younger Joint Insured's attained age. The
Death Benefit under the Variable Amount Option is equal to the greater of the
Face Amount plus the Accumulation Value, or the Accumulation Value multiplied by
the corridor percentage according to the younger Joint Insured's attained age.
See "Death Benefit".

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

The Death Benefit up to age 100 of the younger Joint Insured 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. After age 100 the Death Benefit is the Cash
Value.

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

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

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

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

WHAT IS THE DEATH BENEFIT GUARANTEE?

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

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

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

10
<PAGE>

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
corresponding to that Sub-Account. The Variable Accumulation Value of the Policy
will vary with, among other things, the investment performance of the Funds to
which Policy premiums are allocated and the charges deducted from the Variable
Accumulation Value. See "Accumulation Value".

WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED?

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

HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS?

You choose the premium allocation on the application. You can allocate
premiums to the Fixed Account and/or one or more Sub-Accounts of the Variable
Account. If you do not choose a premium allocation on the application, the
premiums are allocated to the Money Market Portfolio until you change it. The
initial allocation remains in effect for any future premium payments until you
change it. See "Payment and Allocation of Premiums - Allocation of Premiums".

WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?

Fidelity Management & Research Company is the investment adviser of 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.

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

WHAT CHARGES DO WE MAKE AGAINST EACH PREMIUM PAYMENT?

11
<PAGE>

We deduct an amount (the Premium Expense Charge) from each premium and
credit the remaining premium (the Net Premium) to the Fixed Account or to the
Variable Account in accordance with your instructions. The Premium Expense
Charge is guaranteed not to exceed 6.25% of each premium payment plus $2.00 per
premium payment. The Premium Expense Charge is currently 6.25% of each premium
payment in Policy Years 1-10 and 3.75% of each premium after the tenth Policy
Years. See "Deductions and Charges - Premium Expense Charge".

WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE?

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

The Monthly Deduction will be deducted monthly from both the Fixed
Accumulation Value and the Variable Accumulation Value and includes the cost of
insurance, the Monthly Administrative Charge, the Monthly Mortality and Expense
Risk Charge, the Monthly Guarantee Death Benefit Charge, and charges for
optional insurance benefits. The cost of insurance will be determined by
multiplying the applicable cost of insurance rate(s) by the net amount at risk.
The Monthly Administrative Charge is currently $8.25 per month and is guaranteed
not to exceed $12.00 per month. The Monthly Mortality and Expense Risk Charge
will be equal to one-twelfth of .90 of 1% (.90%) of the Variable Accumulation
Value (that is, the total value attributable to a specific Policy in the
Sub-Accounts of the Variable Account) of the Policy during the first 10 Policy
Years. Beginning on Policy Year 11 and each year thereafter, it is currently
anticipated that this monthly charge will be one-twelfth of .25 of 1% (.25%) but
in no event will it exceed .90 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 - Partial Withdrawal and Transfer
Charges".

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

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

The Surrender Charge on the initial Face Amount will depend upon the
initial Face Amount, each Joint Insured's age on the Policy Date, and each Joint
Insured's sex. The Surrender Charge on any requested increase in Face Amount
will depend upon the Face Amount of the increase, each Joint Insured's age on
the effective date of the increase, and each Joint Insured's sex. This maximum
charge then remains level during the first ten 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 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. See "Surrender Benefits - and Total Surrender".

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

12
<PAGE>

charge is guaranteed not to exceed $25.00 per partial withdrawal. Only one
partial withdrawal is allowed in any Policy Year. See "Surrender Benefits -
Partial Withdrawal".

WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS?

You have a limited free look period during which you have a right to return
the Policy and receive a refund of all premiums paid. See "Free Look and
Conversion Rights - Free Look Rights". The Policy must be returned to us by
midnight of the 10th day after you receive it.

Also, the Policy may in effect be converted in whole or in part to a "fixed
benefit" policy (providing benefits that do not vary with the investment
performance of the Variable Account) at any time during the first two Policy
Years by transferring all or part of the Accumulation Value of the Policy from
the Variable Account to the Fixed Account.

Similar free look and conversion rights will be available for requested
increases in the Face Amount.

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 among the investment options of the Policy. We currently
allow up to twelve transfers per year. Transfers from the Fixed Account are
subject to certain additional restrictions. We reserve the right to limit you to
four transfers per year and to make a charge for each transfer. We currently
make no charge for each transfer. This charge is guaranteed not to exceed $25.00
per transfer. To the extent, however, that you request a transfer from the
Variable Account to the Fixed Account in connection with exercising your
conversion rights under the Policy (see "Free Look and Conversion Rights -
Conversion Rights"), the limit on the number of transfers and the charge will
not apply. See "Transfers".

CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?

At any time after the first Policy Year, you can borrow up to 75% of the
Cash Value of the Policy less any existing Loan Amount. (In Texas, the
percentage is 100% and in Alabama, Maryland and Virginia, the percentage is 90%.
In Indiana you can borrow up to 75% of the Cash Value of the Policy during the
first Policy Year.) Each loan must be at least $500, except in Connecticut it
must be at least $200. Interest is payable in advance for each Policy Year and
accrues daily at an effective annual rate that will not exceed 8.00% (which is
7.40% when payable in advance). After the tenth Policy Year, we will charge
interest at an annual rate of 5.50% (which is 5.21% when payable in advance) on
the portion of your Loan Amount that is not in excess of (a) the Accumulation
Value, less (b) the total of all premiums paid net of all partial withdrawals.
See "Policy Loans".

ARE DEATH BENEFIT PROCEEDS TAXABLE INCOME TO THE BENEFICIARY?

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

ARE ACCUMULATION VALUE INCREASES INCLUDED IN YOUR TAXABLE INCOME?

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

WILL EXERCISING CERTAIN POLICY RIGHTS HAVE TAX CONSEQUENCES?

13
<PAGE>

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

WHO SELLS THE POLICIES?

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

PART 2. DETAILED INFORMATION

RELIASTAR LIFE INSURANCE COMPANY

We are a stock life insurance company organized in 1885 and incorporated
under the laws of the State of Minnesota. We are a direct, wholly-owned
subsidiary of ReliaStar Financial Corp., a Minneapolis based holding Company
whose subsidiaries specialize in life insurance and related financial services
businesses. We offer individual life insurance and annuities, employee benefits
and retirement contracts. The Policies described in this Prospectus are
nonparticipating. On a consolidated basis, ReliaStar Financial Corp. has $178
billion of life insurance in force and assets of $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 other classes of flexible
premium variable life insurance policies 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

14
<PAGE>

the date a Sub-Account commenced operation. Such performance information will be
calculated based on the assumption that the Sub-Accounts were in existence for
the same periods as those indicated for the Funds, with the level of charges at
the Variable Account level that were in effect at the inception of the
Sub-Accounts. Performance information should be considered in light of the
investment objectives and policies, characteristics and quality of the portfolio
of the Fund in which the Sub-Account invests, and the market conditions during
the given period of time, and should not be considered as a representation of
what may be achieved in the future.

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

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

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

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

THE POLICIES

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

DEATH BENEFIT

Like traditional life insurance, we pay a death benefit if the Surviving
Joint Insured dies while the Policy is in force. The proceeds payable upon the
death of the Surviving Joint 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").

<PAGE>

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

The Death Benefit may vary with the Policy's Accumulation Value. Under the
Level Amount Option, the Death Benefit will only vary with the Accumulation
Value whenever the Accumulation Value multiplied by the corridor percentage (see
"Death Benefit Options - Level Amount Option") exceeds the Face Amount of the
Policy. The Death Benefit under the Variable Amount Option will always vary with
the Accumulation Value because the Death Benefit equals the Face Amount plus the
Accumulation Value, or the corridor percentage of the Accumulation Value. Under
either Death Benefit Option, however, the Death Benefit to age 100 of the
younger Joint Insured 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. After
age 100 the Death Benefit is the Cash Value.

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 Average Age of the
Joint Insureds 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 Accumulation Value multiplied by the corridor
percentage according to the younger Joint Insured's attained age. The corridor
percentage is 250% for the younger Joint 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 younger Joint 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 before the
younger Joint Insured's age 100, 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.

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<PAGE>

percentage would be 185%. The Death Benefit would not exceed the $100,000 Face
Amount unless the Accumulation Value exceeded approximately $54,055 (rather than
$40,000), and each $1 then added to or taken from the Accumulation Value would
change the Death Benefit by $1.85 (rather than $2.50).

CORRIDOR PERCENTAGE TABLE

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

17
<PAGE>

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

Similarly, any time the Accumulation Value exceeds $66,667, each dollar
taken out of the Accumulation Value will reduce the Death Benefit by $2.50. If,
for example, the Accumulation Value is reduced from $75,000 to $70,000 because
of partial withdrawals, charges, or negative investment performance, the Death
Benefit will be reduced from $187,500 to $175,000. If at any time before the
younger Joint Insured's age 100, 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 Death Benefit after age 100 is the Cash
Value.

The corridor percentage becomes lower as the younger Joint Insured's age
increases. If the current age of the younger Joint 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 any Joint
Insured reaches age 75. You cannot request an increase in the Face Amount more
frequently than once every two years. 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

18
<PAGE>

Face Amount") 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 and conversion rights, and refund rights with respect to requested
increases in Face Amount. See "Free Look and Conversion Rights".

DECREASES. For a decrease in the Face Amount, a written request must also
be submitted to us. Any decrease in the Face Amount will be effective on the
Monthly Anniversary on or next following our receipt of a written request. 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 $250,000, 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

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

19
<PAGE>

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 your insurance needs change. These ways include
increasing or decreasing the Face Amount of insurance, changing the level of
premium payments, and, to a lesser extent, making a partial withdrawal under the
Policy. Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:

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

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

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

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

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

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

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

CHANGE IN DEATH BENEFIT OPTION

After the first two Policy Years and at least two years after any increase
in Face Amount, you may change the Death Benefit Option once each Policy Year.
You must submit a written request to change the Death Benefit Option. The change
is effective in the Monthly Anniversary on or next following the date we receive
your request. A change in the Death Benefit Option will also change the Face
Amount. If the Death Benefit Option is changed from the Level

20
<PAGE>

Amount Option to the Variable Amount Option, the Face Amount will be decreased
by an amount equal to the Accumulation Value on the effective date of the
change. You cannot change from the Level Amount Option to the Variable Amount
Option if the resulting Face Amount would fall below the Minimum Face Amount.

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

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

Changes in the Death Benefit Option may require additional evidence of
insurability.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUING THE POLICY

To apply for a Policy, both individuals must complete the application and
personally deliver it to our licensed agent. We will generally only issue a
Policy to an applicant where both Joint Insureds' ages are 85 or less and both
supply 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.

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:

o The date the coverage under the Policy is effective.

o 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.

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<PAGE>

o The date of death of the proposed Surviving Joint Insured or any
proposed additional Joint Insured.

o The 180th day after the date of the receipt for the temporary
insurance.

CREDITING NET PREMIUMS. We will credit Net Premiums to the Sub-Accounts of
the Variable Account and to the Fixed Account on the basis of the applicant's
allocation on the latest of the following dates:

o The Valuation Date following the date of underwriting approval.

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

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

o 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:

o We send notice to the applicant(s) that the insurance is declined.

o The applicant(s) refuses an offer for an alternative policy.

o The applicant(s) does not supply required medical exams or tests
within 30 days of the date of the application.

o The applicant(s) 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.)
If you do not indicate the initial allocation of your Net Premium on the
application for the Policy, your Net Premium will be allocated to the Money
Market Portfolio. You may change the allocation at any time by notifying us in
writing. Changes will not be effective until the date we receive your request
and will only affect premiums we receive on or after that date. The premium
allocation may be 100% to the Fixed Account or the Sub-Accounts or divided among
the Fixed Account and the Sub-Accounts in whole percentage points totaling 100%.
We reserve the right to adjust any allocation to eliminate fractional
percentages. Changing the current Net Premium allocation will not affect the
allocation of existing Accumulation Value.

AMOUNT AND TIMING OF PREMIUMS

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

o IN MOST CASES, PAYMENT OF CUMULATIVE PREMIUMS SUFFICIENT TO MAINTAIN
THE DEATH BENEFIT GUARANTEE WILL BE REQUIRED TO KEEP THE POLICY IN
FORCE

22
<PAGE>

DURING AT LEAST THE FIRST SEVERAL POLICY YEARS. SEE "DEATH BENEFIT
GUARANTEE".

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

o 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 lives of the Joint Insureds for
the Policy, 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.

o 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".

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

o 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.

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<PAGE>

PAYING PREMIUMS BY MAIL

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

ReliaStar 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 when the Average Age of
the Joint Insureds is 65 (or five Policy Years, if longer).

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

REQUIREMENTS

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

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

EXAMPLE: The Policy Date is January 1, 1997. The Minimum Monthly Premium is
$1000 per month. No Policy loans or partial withdrawals are taken and no Face
Amount changes have occurred.

Case 1. You pay $1000 each month. The Death Benefit Guarantee is
maintained.

Case 2. You pay $10,000 on January 1, 1997. The $10,000
maintains the Death Benefit Guarantee without your
paying any additional premiums for the next 10 months
(through October 31, 1997). However, you must pay at least
$1000 by November 1, 1997 to maintain the Death Benefit
Guarantee through November 30, 1997.

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

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<PAGE>

The following Policy changes may change the Minimum Monthly Premium:

o A requested increase or decrease in the Face Amount (see "Death
Benefit - Requested Changes in Face Amount").

o A change in the Death Benefit Option (see "Death Benefit - Change in
Death Benefit Option").

o The addition or termination of a Policy rider (see "General Provisions
- Optional Insurance Benefits").

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

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

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

ACCUMULATION VALUE

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

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

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

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<PAGE>

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.

PREMIUM EXPENSE CHARGE

We deduct the Premium Expense Charge from each premium. The Premium Expense
Charge is guaranteed not to exceed 6.25% of each premium payment plus $2.00 per
premium payment. The Premium Expense Charge is currently 6.25% of each premium
payment in Policy Years 1-10 and 3.75% of each premium after the tenth Policy
Year. 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-Account according to your allocation.

MONTHLY DEDUCTION

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

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

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

COST OF INSURANCE. We will determine the monthly cost of insurance by
multiplying the applicable cost of insurance rate or rates by the net amount at
risk under the Policy. The net amount at risk under the Policy for a Policy
Month is (a) the Death Benefit at the beginning of the Policy Month divided by
1.004074 (which reduces the net amount at risk, solely for purposes of computing
the cost of insurance, by taking into account assumed monthly earnings at an
annual rate of 5%), less (b) the Accumulation Value 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 any Joint 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, any Insured in the standard
Rate Class will have a lower cost of insurance than any 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.

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<PAGE>

Cost of insurance rates will be based on the sex, Issue age, Policy Year
and Rate Class(es) of each Joint 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.

MONTHLY MORTALITY AND EXPENSE RISK CHARGE. Each month during the first 10
Policy Years we will deduct a charge at an annual rate of .90 of 1% (.90%) of
the Variable Accumulation Value of the Policy. Each month thereafter we will
deduct this charge at an annual rate of .25 of 1% (.25%) of the Variable
Accumulation Value but in no event will it exceed .90 of 1% (.90%) for the
duration of the Policy.

The mortality risk assumed is that Joint 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.

MONTHLY GUARANTEE DEATH BENEFIT CHARGE. A monthly charge for providing the
Death Benefit Guarantee. This charge is part of the Monthly Deduction and is
deducted for each Policy Month the Death Benefit Guarantee is in effect. The
amount of this charge is $.03 per $1,000 of face amount. See "Death Benefit
Guarantee".

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

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 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. For example, if you make premium payments no greater than the
Minimum Monthly 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 of time.

SURRENDER CHARGE. The maximum Surrender Charge for the initial Face Amount
or any requested increase in Face Amount will be determined on the Policy Date
or on the effective date of any requested increase respectively. The Surrender
Charge will remain level for the first ten 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 Surrender Charge will vary depending upon each Joint Insured's age
(on the Policy Date or on the effective date of an increase in Face Amount) and
each Joint Insured's sex.

SURRENDER CHARGE CALCULATION. The Surrender 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
dviding this amount by 1000.

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<PAGE>

SURRENDER CHARGE PERCENTAGE TABLE

<TABLE>
<CAPTION>
THE FOLLOWING PERCENTAGE OF THE THE FOLLOWING PERCENTAGE OF THE
IF SURRENDER OR LAPSE OCCURS IN SURRENDER CHARGE WILL BE PAYABLE FOR: SURRENDER CHARGE WILL BE PAYABLE FOR:
THE LAST MONTH OF POLICY YEAR:* INITIAL FACE AMOUNT** FACE AMOUNT INCREASES
------------------------------- --------------------- ---------------------
<S> <C> <C> <C>
1 100% 33%
2 100% 67%
3 100% 100%
4 100% 100%
5 100% 100%
6 100% 100%
7 100% 100%
8 100% 100%
9 100% 100%
10 100% 100%
11 80% 80%
12 60% 60%
13 40% 40%
14 20% 20%
15 and later 0% 0%
</TABLE>

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

** The percentages reduce equally for each Policy Month during the years
shown. For example, during the eleventh Policy Year, the percentage
reduces equally each month from 100% at the end of the tenth Policy Year
to 80% at the end of the eleventh Policy Year.

CHARGES AGAINST THE VARIABLE ACCOUNT

Certain charges will be deducted as a percentage of the value of the net
assets of the Variable Account. 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. Set forth below is information provided by each
Fund on its total 1995 annual expenses as a percentage of the Fund's average net
assets. For more information concerning these expenses, see the prospectuses for
the Funds that accompany this Prospectus.

<TABLE>
<CAPTION>
TOTAL INVESTMENT
MANAGEMENT OTHER FUND ANNUAL
FEES EXPENSES EXPENSES
<S> <C> <C> <C>
VIPF Money Market Portfolio...................................0.24% 0.09% 0.33%
VIPF High Income Portfolio (a)................................0.11% 0.80% 0.71%
VIPF Equity-Income Portfolio..................................0.51% 0.10% 0.61%
VIPF Growth Portfolio.........................................0.61% 0.09% 0.70%
VIPF Overseas Portfolio.......................................0.76% 0.15% 0.91%

28
<PAGE>
<CAPTION>

TOTAL INVESTMENT
MANAGEMENT OTHER FUND ANNUAL
FEES EXPENSES EXPENSES
VIPF II Asset Manager Portfolio (a)...........................0.71% 0.08% 0.79%
VIPF II Investment Grade Bond Portfolio.......................0.45% 0.14% 0.59%
VIPF II Index 500 Portfolio (b)...............................0.28% 0.00% 0.28%
VIPF II Contrafund Portfolio (a)..............................0.61% 0.11% 0.72%

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

PCM Diversified Income Fund...................................0.70% 0.15% 0.85%
PCM Growth and Income Fund....................................0.52% 0.05% 0.57%
PCM Utilities Growth and Income Fund (d)......................0.70% 0.08% 0.78%
PCM Voyager Fund..............................................0.62% 0.06% 0.68%
PCM Asia Pacific Growth Fund (e)..............................0.33% 0.89% 1.22%
PCM New Opportunities Fund....................................0.70% 0.14% 0.84%

</TABLE>

(a) During 1995, a portion of the brokerage commissions paid by the High
Income Portfolio, Asset Manager Portfolio and Contrafund Portfolio was
used to reduce each respective portfolio's expenses. Without the
reduction, total expenses would have been 0.71%, 0.81% and 0.73%,
respectively, for each portfolio. For more information on the
portfolios' Management Fees and Expenses, see the prospectus for the
Fund.

(b) During 1995, the investment adviser to the Index 500 Portfolio
reimbursed a portion of the portfolio's expenses. Without the
reimbursement, total expenses would have been 0.47%. For more
information on the portfolio's Management Fees and Expenses, see the
prospectus for the Fund.

(c) The investment adviser to the Northstar Variable Trust has agreed to
reimburse the two Northstar Funds for any expenses in excess of 0.80%
of each Fund's average daily net assets. In the absence of the
investment adviser's expense reimbursements, the actual expenses that
would have been paid by each Fund during its fiscal year ended December
31, 1995 would have been: Income and Growth Fund--1.74% and
Multi-Sector Bond Fund--2.06%.

(d) On July 11, 1996, shareholders of PCM Utilities Growth and Income Fund
approved an increase in the fees payable to Putnam Investment
Management Inc. under the management contract. The total expenses
shown in the table has been restated to reflect the increase. Actual
total expenses were .68%.

(e) The annualized total expenses shown above for PCM Asia Pacific Growth
Fund reflects an expense limitation in effect for the period. In the
absense of the expense limitation, annualized total expenses would have
been 1.70%.

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. 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

29
<PAGE>

example, special circumstances may exist in connection with group sales to our
policyholders or those of affiliated insurance companies, or sales to employees
or clients of members of our affiliated group of insurance companies. The amount
of any reductions will reflect the reduced sales effort and administrative costs
resulting from, or the different mortality experience expected as a result of,
the special circumstances. Reductions will not be unfairly discriminatory
against any person, including the affected Policy owners and owners of all other
policies funded by the Variable Account.

POLICY LAPSE AND REINSTATEMENT

LAPSE. Unlike traditional life insurance policies, the failure to make a
Planned Periodic 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 is less than the Monthly
Deduction due, and a grace period of 61 days expires without a sufficient
payment.

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

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

If the Surviving Joint 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 Surviving Joint 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 that each Joint Insured is still insurable, or
if the policy lapsed after the first death of the Joint Insured, then evidence
of insurability for the Surviving Joint Insured. 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

30
<PAGE>

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

PARTIAL WITHDRAWAL

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

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

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

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

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

(b) The next most recent increases successively; and

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

We do not allow a partial withdrawal if the Face Amount after a partial
withdrawal would be less than the Minimum Face Amount.

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

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

<PAGE>

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

TRANSFERS

You may transfer all or part of the Variable Accumulation Value between the
Sub-Accounts or to the Fixed Account subject to any conditions the Funds whose
shares are involved may impose. Transfer requests must be in writing unless you
have completed a telephone transfer authorization form. You may also direct us
to automatically make periodic transfers under the Dollar Cost Averaging or
Portfolio Rebalancing services as described below.

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

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

TELEPHONE TRANSFER REQUESTS. You may request a transfer by telephone on any
Valuation Date after you complete a telephone transfer authorization form. If
you elect to complete the authorization form, you agree that we will not be
liable for any loss, liability, cost or expense when we act in accordance with
the telephone transfer instructions that are received and recorded on voice
recording equipment. If a telephone transfer request is later determined not to
have been made by you or was made without your authorization, and loss results
from such unauthorized transfer, you bear the risk of this loss. We will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. In the event we do not employ such procedures, we may be liable for any
losses due to unauthorized or fraudulent instructions. Such procedures may
include, among others, requiring forms of personal identification prior to
acting upon telephone instructions, providing written confirmation of such
instructions, and/or tape recording telephone instructions.

DOLLAR COST AVERAGING SERVICE. You may request this service if your
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.

32
<PAGE>

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
Accumulation Value, less any Loan Amount, is at least $10,000. If you request
this service, you direct us to automatically make periodic transfers to maintain
your specified percentage allocation of Accumulation Value, less any Loan
Amount, among the Sub-Accounts of the Variable Account and the Fixed Account;
your allocation of future Net Premium payments will also be changed to be equal
to this specified percentage allocation. Transfers made under this service may
be made on a quarterly, semi-annual, or annual basis. This service is intended
to maintain the allocation you have selected consistent with your personal
objectives.

The Accumulation Value in each Sub-Account of the Variable Account and the
Fixed Account will grow or decline at different rates over time. Portfolio
Rebalancing will periodically transfer Accumulation Values from those accounts
that have increased in value to those accounts that have increased at a slower
rate or declined in value. If all accounts decline in value, it will transfer
Accumulation Values from those that have decreased less in value to those that
have decreased more in value. We make no guarantees that Portfolio Rebalancing
will result in a profit or protect against loss. You may discontinue this
service at any time by notifying us in writing.

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

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

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

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

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

POLICY LOANS

GENERAL. As long as the Policy remains in effect, you may borrow money from
us at any time after the first Policy Year using the Policy as security for the
loan (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

33
<PAGE>

Value less the existing Loan Amount, except that in Texas the percentage is 100%
and in Alabama, Maryland and Virginia, the percentage is 90%. 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 while any Surviving
Joint Insured is alive.

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 including unpaid interest due
thereon is called the "Loan Amount".

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

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

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

This can be illustrated as follows. Assume that the Fixed Accumulation
Value is $5,000 and the Variable Accumulation Value is $6,000, with Sub-Account
XXX = $2,000, and Sub-Account YYY = $4,000. Assume that the existing Loan Amount
is $1,000, and the new Policy loan request is $5,000. For purposes of
determining the proportions, we first subtract the existing Loan Amount from the
Fixed Accumulation Value, and then we add the Variable Accumulation Value, which
in our example would be ($5,000 - $1,000) + $6,000 = $10,000. The

34
<PAGE>

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

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

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

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

INTEREST. The interest rate charged on Policy loans will be an annual rate
of 7.40%, payable in advance. After the tenth Policy Year, we will charge
interest at an annual rate of 5.21%, payable in advance, on that portion of your
Loan Amount that is not in excess of (a) the Accumulation Value, less (b) the
total of all premiums paid and all partial withdrawals. Any excess of this
amount will be charged interest at the annual rate of 7.40%.

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

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

REPAYMENT OF LOAN AMOUNT. The Loan Amount may be repaid any time while the
Surviving Joint Insured is living. 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

35
<PAGE>

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 midnight of the 10th day after receiving it.

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 midnight of the 10th day after receiving a
new Policy Data Page.

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 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. This option is made available by permitting you to transfer all or a
part of your Variable Accumulation Value to the Fixed Account.

GENERAL OPTION. 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.

INVESTMENTS OF THE VARIABLE ACCOUNT

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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.

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

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

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

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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.

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

NORTHSTAR VARIABLE TRUST (NORTHSTAR)

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

NORTHSTAR INCOME AND GROWTH FUND is a diversified portfolio with an
investment objective of seeking current income balanced with the objective of
achieving capital appreciation. This Fund will seek to achieve its objective
through investments in common and preferred stocks, convertible securities,
investment grade corporate debt securities and government securities, selected
for their prospects of producing income and capital appreciation.

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.

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

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

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

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

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

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares that are held by
the Variable Account or that the Variable Account may purchase. We reserve the
right to eliminate the shares of any of the Funds and to substitute shares of
another Fund or of another open-end, registered investment company, if the
shares of a Fund are no longer available for investment, or if in our judgment
further investment in any Fund should become inappropriate in view of the
purposes of the Variable Account. We will not substitute any shares attributable
to your interest in a Sub-Account of the Variable Account without notice and
prior approval of the SEC, to the extent required by the Investment Company Act
of 1940 or other applicable law. Nothing contained herein shall prevent the
Variable Account from purchasing other securities of other Funds or classes of
policies, or from permitting a conversion between Funds or classes of policies
on the basis of requests made by Policy owners.

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

In the event of any such substitution or change, we may make such changes
in this and other policies as may be necessary or appropriate to reflect such
substitution or change. If all or a portion of your investments are allocated to
any of the current funds that are being substituted for on the date such
substitution is announced, you may surrender the portion of the Accumulation
Value funded by such Fund(s) without payment of the associated Surrender Charge.
You may transfer the portion of the Accumulation Value affected without payment
of a Transfer Charge. If deemed by us to be in the best interests of persons
having voting rights under the Policies, the Variable Account may be operated as
a management company under the Investment Company Act of 1940, it may be
deregistered under that Act in the event such registration is no longer
required, or it may be combined with our other separate accounts.

VOTING RIGHTS

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

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o The Variable Account is registered as a unit investment trust under
the Investment Company Act of 1940; and

o The assets of the Variable Account are invested in Fund shares.

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

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

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

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

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

GENERAL PROVISIONS

BENEFITS AFTER AGE 100

If either of the Joint Insureds is living after age 100 of the younger
Joint Insured and the Policy is in force, the Death Benefit will be the Cash
Value.

OWNERSHIP

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

o Change the amount and frequency of premium payments.

o Change the allocation of premiums.

o Make transfers between accounts.

o Surrender the Policy for cash.

o Make a partial withdrawal for cash.

o Receive a cash loan.

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o Assign the Policy as collateral.

o Change the beneficiary.

o Transfer ownership of the Policy.

o Enjoy any other rights the Policy allows.

While both Joint Insureds are alive, subject to this policy's provisions, you
may:

o Change the Death Benefit Option.

o Change the Face Amount.

PROCEEDS

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

o Plus any additional amounts provided by rider on the life of the
Surviving Joint Insured;

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

o Minus any Loan Amount; and

o 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 Surviving Joint 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% from the date of the
request to the date of payment if we delay payment more than 30 days. No
additional interest will be credited to any delayed payments. The time a payment
from the Fixed Account may be delayed and the rate of interest paid on such
amounts may vary among states.

SETTLEMENT OPTIONS

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

o At the Surviving Joint Insured's death.

o On total surrender of the Policy.

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

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

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

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

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

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

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

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

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

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

INCONTESTABILITY

After the Policy has been in force during both Joint 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.

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MISSTATEMENT OF AGE AND SEX

If any Joint Insured's age or sex or both are misstated, 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 any Joint Insured commits suicide, whether sane or insane, within two
years of the Policy's Issue Date, we do not pay the Death Benefit. Instead, we
refund all premiums paid for the Policy and any attached riders, minus any Loan
Amounts and partial withdrawals.

If you make a Face Amount increase or a premium payment which requires
proof of insurability, the corresponding Death Benefit increase has its own
two-year suicide limitation for the proceeds associated with that increase. If
any Joint 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:

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

o The Surviving Joint Insured dies.

o The Policy is surrendered for its Cash Surrender Value.

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

AMENDMENT

We reserve the right to amend the Policy in order to include any future
changes relating to the following:

o Any SEC rulings and regulations.

o The Policy's qualification for treatment as a life insurance policy under
the following:

-- The Internal Revenue Code of 1986, as amended.
-- Internal Revenue Service rulings and regulations.
-- Any requirements imposed by the Internal Revenue Service.

REPORTS

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

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

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

DIVIDENDS

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

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

COLLATERAL ASSIGNMENT

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

OPTIONAL INSURANCE BENEFITS

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

POLICY SPLIT OPTION RIDER (PSO) - Allows the policyowner to split the
Policy into two individual permanent life insurance policies in the event of a
divorce of the Joint Insureds, dissolution of a business partnership of the
Joint Insureds, or if there is change in the federal estate tax laws that would
eliminate the unlimited marital deduction or reduce by at least 50% the estate
payable at death. Evidence of insurability on each Joint Insured may be required
to exercise this option.

FOUR YEAR TERM RIDER (FTR) - Provides a four year, level term benefit if
the Surviving Joint Insured dies during the first four Policy Years.

SURVIVORSHIP TERM RIDER (STR) - Provides level term insurance coverage on
the death of the Surviving Joint Insured if death occurs before age 100 of the
younger Joint Insured.

FIRST TO DIE RIDER (FDR) - Provides level term insurance coverage on the
first death of the Joint Insureds if death occurs before age 100 of the younger
Joint Insured.

EXTENDED DEATH BENEFIT GUARANTEE RIDER (EDB) - Extends the Death Benefit
Guarantee Period to age 85 of the younger Joint Insured, or age 100 of the
younger Joint Insured, or both if a higher monthly premium is paid.

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

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DEFINITION OF LIFE INSURANCE. In order to qualify as a life insurance
contract for federal tax purposes, the Policy must meet the definition of a life
insurance contract which is set forth in Section 7702 of the Internal Revenue
Code of 1986, as amended (the "Code"). The manner in which Section 7702 should
be applied to certain features of the Policy offered in this Prospectus is not
directly addressed by Section 7702. We nevertheless believe it is reasonable to
conclude that the Policy will meet the Section 7702 definition of a life
insurance contract, so that:

o The Death Benefit should be fully excludable from the gross income of
the beneficiary under Section 101(a)(1) of the Code; and

o The Policy owner should not be considered in constructive receipt of
the Cash Value, including any increases, until actual cancellation of
the Policy.

In the absence of final regulations or other pertinent interpretations of
Section 7702, however, there is necessarily some uncertainty as to whether a
Policy will meet the statutory life insurance contract definition, particularly
if it insures substandard risks. If a Policy were determined not to be a life
insurance contract for purposes of Section 7702, such Policy would not provide
most of the tax advantages normally provided by a life insurance contract.

We reserve the right to make changes to the Policy if such changes are
deemed necessary to attempt to assure its qualification as a life insurance
contract for tax purposes.

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.

AGGREGATION OF MODIFIED ENDOWMENT CONTRACTS. In the case of a pre-death
distribution (including a loan, partial withdrawal, collateral assignment or
complete surrender) from a Policy that is treated as a modified endowment
contract, a special aggregation requirement may apply for purposes of
determining the amount of the income on the contract. Specifically, if we or any
of our affiliates issue to the same Policy owner more than one modified
endowment contract within a calendar year, then for purposes of measuring the
income on the Policy with respect to a distribution from any of those Policies,
the income on the Policy for all those Policies will be aggregated and
attributed to that distribution.

TAX TREATMENT OF POLICY SPLIT. The Policy Split Option Rider permits a
Policy to be split into two individual Policies upon the occurrence of a divorce
of Joint Insureds or certain changes in federal estate tax law. A policy split
could have adverse tax consequences; for example, it is not clear whether a
policy split will be treated as a nontaxable exchange under Sections 1031
through 1043 of the Code. If a policy split is not treated as a nontaxable
exchange, a split could result in the recognition of taxable income in an amount
up to any gain in the Policy at the time of the split. In addition, it is not
clear whether the individual Policies that result from a policy split would in
all circumstances be treated as life insurance contracts for federal income tax
purposes and, if so treated, whether the individual contracts would be
classified as modified endowment contracts. Before the Policy Owner exercies
rights provided by the Policy Split Option Rider, it is important that he or she
consults with a competent tax advisor regarding the possible consequences of a
policy split.

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

In connection with the issuance of temporary diversification regulations,
the Treasury Department stated that it anticipates the issuance of regulations
or rulings prescribing the circumstances in which an owner's control of the
investments of a separate account may cause the owner, rather than the insurance
company, to be treated as the owner of the assets in the account. If the Policy
owner is considered the owner of the assets of the separate account, income and
gains from the account would be included in the owner's gross income.

The ownership rights under the Policy offered in this Prospectus are
similar to, but different in certain respects from, those described by the
Internal Revenue Service, in rulings in which it determined that the owners were
not owners of separate account assets. For example, the owner of the Policy has
additional flexibility in allocating payments and cash values. These differences
could result in the owner being treated as the owner of the assets of the
separate account. In addition, we do not know what standards will be set forth
in the regulations or rulings which the Treasury has stated it expects to be
issued. We reserve the right to modify the Policy as necessary to attempt to
prevent the Policy owner from being considered as owner of the assets of the
separate account.

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

TAXATION OF DISTRIBUTIONS

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

A complete surrender of the Policy will, and a partial withdrawal may,
under Section 72(e)(5) of the Code, be included in your gross income to the
extent that the distribution exceeds your investment in the Policy. The
treatment of a preferred loan is unclear, such a loan may be considered a
withdrawal instead of an indebtedness of the contract owner. 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

45
<PAGE>

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 Joint
Insured dies. Any person concerned about the estate implications of the Policy
should consult a competent tax adviser.

OTHER TRANSACTONS

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

TAXATION OF RELIASTAR 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

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<PAGE>

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.

DISTRIBUTION OF THE POLICIES

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

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

Registered representatives who sell the Policies will receive commissions
based on a commission schedule. In the first Policy Year, commissions generally
will be no more than 40% of the premiums paid up to the annualized Minimum
Monthly Premium, plus 2% of additional premiums. In subsequent Policy Years 2
through 10, 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 .15% of the average monthly Accumulation Value
during each Policy Year may be paid. Further, registered representatives may be
eligible to receive certain overrides and other benefits based on the amount of
earned commissions.

MANAGEMENT

DIRECTORS
<TABLE>
<CAPTION>

TERM PRINCIPAL OCCUPATION
EXPIRES AND BUSINESS EXPERIENCE

<S> <C>
R. Michael Conley 1997 Senior Vice President of ReliaStar Financial Corp. since 1991; Senior Vice President,
ReliaStar Employee Benefits of ReliaStar Life Insurance Company since 1986; President of
NWNL Benefits Corporation since 1988; 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 ReliaStar Life Insurance Company since
1996; Executive Vice President and General Counsel of Washington Square Advisers, Inc.
since 1986; Vice President and Associate General Counsel of ReliaStar Financial Corp.
from 1989 to 1996; Vice President and Associate General Counsel of ReliaStar Life
Insurance Company from 1985 to 1996; Director and Vice President of subsidiaries of
ReliaStar Financial Corp.
John H. Flittie 1996 Vice Chairman, President and Chief Operating Officer of ReliaStar Financial Corp. since
1996; President and Chief Operating Officer of ReliaStar Financial Corp. and ReliaStar
Life Insurance Company since 1993; Vice Chairman of United Services Life Insurance
Company and ReliaStar Bankers Security Life

<PAGE>
<CAPTION>
Insurance Company since 1995; Senior Executive Vice President and Chief Operating
Officer of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from 1992 to 1993;
Senior Executive Vice President 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 ReliaStar 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 Senior Vice President of ReliaStar Life Insurance Company since 1996; Senior Vice
President, Strategic Marketing of ReliaStar Financial Corp. and ReliaStar 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 ReliaStar Life Insurance Company
since 1991; Vice President from 1984 to 1991.
David H. Roe 1998 Senior Vice President of ReliaStar Financial Corp. since 1995; Vice Chairman & Chief
Executive Officer of ReliaStar Bankers Security Life Insurance Company 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
ReliaStar Bankers Security Life Insurance Company from 1992 to 1995; President and Chief
Operating Officer of USLICO Corp. from 1992 to 1995; President of United Services Life
Insurance Company from 1991 to 1992; Executive Vice President and Chief Financial
Officer, USAA from 1990 to 1991; Director and President of subsidiaries of ReliaStar
Financial Corp.
Robert C. Salipante 1997 Senior Vice President, Technology of ReliaStar Financial Corp. and ReliaStar Life
Insurance Company since 1996; Senior Vice President, Individual Division of ReliaStar Life
Insurance Company since 1996; Senior Vice President, Strategic Marketing and Technology
of ReliaStar Financial Corp. and ReliaStar 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 ReliaStar 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 ReliaStar Life
Insurance Company since 1993; Chairman of United Services Life Insurance Company and
ReliaStar Bankers Security Life Insurance Company since 1995; Chairman of Northern Life
Insurance Company since 1992; Chairman, President and Chief Executive Officer of
ReliaStar Financial Corp. and ReliaStar Life Insurance Company in 1993; President and
Chief Executive Officer from 1991 to 1993; President and Chief Operating Officer from 1989
to 1991; President and Chief Operating Officer of ReliaStar 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 ReliaStar 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

48
<PAGE>
<CAPTION>
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, Roe, Salipante, Crowl and Turner.

EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
<S> <C>
John G. Turner Chairman and Chief Executive Officer
John H. Flittie Vice Chairman, President and Chief Operating Officer
R. Michael Conley Senior Vice President
Richard R. Crowl Senior Vice President and General Counsel
Wayne R. Huneke Senior Vice President, Chief Financial Officer and Treasurer
Kenneth U. Kuk Senior Vice President
Robert C. Salipante Senior Vice President
Steven W. Wishart Senior Vice President and Chief Investment Officer
</TABLE>

All of the foregoing executive officers have been officers or employees of
ours for the past five years, except Mr. Salipante. 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.

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.

MONTANA RESIDENTS

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

References made to the rates and 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

49
<PAGE>

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

BONDING ARRANGEMENTS

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

LEGAL MATTERS

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

EXPERTS

The financial statements of ReliaStar'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 ReliaStar Life Insurance Company included in this
Prospectus have been audited by _____________________, independent auditors, as
stated in their reports which are included herein, and have been so included in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.

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

REGISTRATION STATEMENT CONTAINS FURTHER INFORMATION

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

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

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

FINANCIAL STATEMENTS

The financial statements for the Variable Account reflect the operations of
the Variable Account and its Sub-Accounts as of December 31, 1995 and for each
of the three years in the period then ended. Although the financial statements
are audited, the periods they cover are not necessarily indicative of the longer
term performance of the assets held in the Variable Account.

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

50
<PAGE>

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:

o General economic trends,

o Rates of return currently available on our investments,

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

o Competitive factors.

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

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

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

o 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.

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

o 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.

o You must transfer at least:

_ $500, or

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

51
<PAGE>

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.

52
<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:

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

o 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:

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

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

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

o 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.

(1/2), where:

1
Is the result of:

53
<PAGE>

o 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;

o 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;

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

2
Is the result of:

o 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;

o 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 business except for a day that a Sub-Account's
corresponding Fund does not value its shares. A Valuation Period is the period
between two successive Valuation Dates, commencing at the close of business of a
Valuation Date and ending at the close of business on the next Valuation Date.

FIXED ACCUMULATION VALUE

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

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

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

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

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

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

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

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

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

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

54
<PAGE>

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.

55
<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 two hypothetical
Joint Insureds (who pay 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
Joint Insured Age 55 and a female Joint Insured Age 55 both in a standard Rate
Class and qualifying for non-smoker rates. The Accumulation Values, Cash
Surrender Values, and Death Benefits would be lower if either Joint 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' 1995 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 each
proposed Joint Insureds' Age, sex, underwriting classification, the Face Amount
and Planned Periodic Premium schedule requested, and any available riders
requested.

56
<PAGE>

UNDERTAKINGS TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
and Exchange Act of 1934, the undersigned Registrant hereby undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforeable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>

"REASONABLENESS" REPRESENTATION PURSUANT
TO SECTION 26(e)(2)(A) OF THE INVESTMENT COMPANY ACT OF 1940

The fees and charges deducted under the survivorship flexible premium
variable life insurance policy, in the aggregate, are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the risks
assumed by ReliaStar Life Insurance Company.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, Registrant has duly caused this Registration Statement to be signed on its
behalf, in the City of Minneapolis, and State of Minnesota, on the 20th day of
December, 1996.

SELECT*LIFE VARIABLE ACCOUNT
(Registrant)

By: RELIASTAR 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 Registration Statement to be signed on its
behalf, in the City of Minneapolis and State of Minnesota, on this 20th day of
December, 1996.

RELIASTAR 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 Registration Statement has been
signed on this 20th day of December, 1996 by the following directors and
officers of Depositor in the capacities indicated:

/s/ John G. Turner Chairman and Chief Executive Officer
- ---------------------------
John G. Turner

/s/ Wayne R. Huneke Senior Vice President and Chief Financial Officer
- --------------------------- (Principal Accounting Officer)
Wayne R. Huneke

R. Michael Conley Kenneth U. Kuk Donald L. Swanson
Richard R. Crowl William R. Merriam John G. Turner
John H. Flittie David H. Roe Steven W. Wishart
Wayne R. Huneke Robert C. Salipante

* A majority of the Board of Directors

*Robert B. Saginaw, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named directors of ReliaStar Life Insurance
Company pursuant to powers of attorney duly executed by such persons.

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

<PAGE>
PART II

Contents of Registration Statement

This Registration Statement comprises the following papers and documents:

The Facing Sheet.
The general form of Prospectus, consisting of 56 pages.
Undertakings to file reports.
Rule 484 Undertaking.
"Reasonableness" Representation Pursuant to Section 26 (e)(2)(A)
of the Investment Act of 1940.
The signatures.

Written consents of the following persons;

1. Robert B. Saginaw - Filed as part of EX-99.2.
2. Craig A. Krogstad, FSA, MAAA - Filed as part of EX-99.C6.
3. To be filed by Pre-Effective Amendment.

The following exhibits:

1. The following exhibits correspond to those required by Paragraph A of
the instructions as to exhibits in Form N-8B-2:

A. (1) Resolutions of Board of Directors of Northwestern National
Life Insurance Company ("NWNL") establishing the Select*Life
Variable Account. Filed as part of EX-99 1.A.(1).
(2) Not applicable.
(3) (a) General Distributor Agreement between Washington
Square Securities Inc. and NWNL. Filed as part of
EX-99.A3A.
(b) Specimens of Selling Agreements. Filed as part of
EX-99.A3B.
(4) Not applicable.
(5) Form of Policy available (together with available Policy
riders). Filed as part of EX-99.A7.
(6) (a) Amended Articles of Incorporation of ReliaStar Life
Insurance Company. Filed as part of EX-99.A6.
(6) (b) Amended By-laws of ReliaStar Life Insurance Company.
Filed as part of EX-99.A6.
(7) Not applicable.

<PAGE>

(8) (a) Participation Agreement with Fidelity's Variable
Insurance Products Fund and Fidelity Distributors
Corporation and Amendments Nos. 1-8. Filed as part
of EX-99.8(a).
(8) (b) Participation Agreement with Fidelity's Variable
Insurance Products Fund II and Fidelity Distributors
Corporation and Amendments Nos. 1-7. Filed as part
of EX-99.8(b).
(8) (c) Participation Agreement with Putnam Capital Manager
Trust and Putnam Mutual Funds Corp. and Amendments
Nos. 1-2. Filed as part of EX-99.8(c).
(9) Not applicable.
(10) Policy application. Filed as part of EX-99.A.9.
2. Opinion and consent of Robert B. Saginaw, Esquire, as to the legality
of the Securities being registered. See EX-99.2.
3. Not applicable.
4. Not applicable.

EX-99.C1. Auditor's Consent. To be filed by Pre-Effective Amendment.
EX-99.C2. Not applicable.
EX-99.C3. Not applicable.
EX-99.C4. See EX-99.2.
EX-99.C5. Not applicable.
EX-99.C6. Actuarial Opinion and Consent.
EX-99.D1. Memorandum describing ReliaStar Life's issuance, transfer and
redemption procedures for the Policies and ReliaStar Life's
procedure for conversion to a fixed benefit policy.
EX-24. Powers of Attorney.
R. Michael Conley
Richard R. Crowl
John H. Flittie
Wayne R. Huneke
Kenneth U. Kuk
William R. Merriam
David H. Roe
Robert C. Salipante
Donald L. Swanson
John G. Turner
Steven W. Wishart
EX-27. Financial Data Schedule. To be filed as a Pre-Effective Amendment.

EXHIBIT 1.A.(1)

The Chairman advised that the next matter for consideration were
certain authorizations relating to the Company's plans for variable life
insurance. Such business requires the establishment of a so-called "separate
account" under Minnesota law which becomes the vehicle to hold investment assets
which are allocable to, and measure the values in, such variable life insurance
policies. The Chairman explained that since variable life insurance is treated
as a "security" under federal securities regulatory laws, it is necessary for
the Company to file a registration statement with the Securities and Exchange
Commission in connection with its plans. The Chairman then responded to several
questions. Upon motion and second, it was unanimously

RESOLVED, That pursuant to Minnesota Statutes, Sections 61A.13
to 61A.21, as amended, the Company hereby establishes a Separate
Account to be known as Select*Life Variable Account provided that if
such name is not available for use by the Company when the first policy
is issued, the name of the Account shall be as determined by the
Chairman and Chief Executive Officer of the Company. The Account shall
be in the Stock Department of the Company and all assets in the Account
shall be for the exclusive benefit of the variable policies issued by
or from the Account and shall not be chargeable with liabilities
arising out of any other business the Company may conduct, but shall be
held and applied exclusively for the benefit of such policies.

RESOLVED, That the officers of the Company and each of them
are hereby authorized for and on behalf of the Company to register the
Account with the Securities and Exchange Commission under the
Investment Company Act of 1940 and the Securities Act of 1933 or to
seek any available exemptions from such acts for the Account and
policies to be issued therefrom and to take such other and further
action in connection therewith as such officer or officers may deem
necessary or advisable.

RESOLVED, That John E. Pearson, John G. Turner, Royce N.
Sanner, Karl E. Wolf, Gerald T. Flom and W. Smith Sharpe, Jr., and each
or any one of them, are hereby made, constituted and appointed
attorneys-in-fact, with full power of substitution, for and on behalf
of the Company, to execute and file with the Securities and Exchange
Commission such notifications, registration statements and applications
for exemptions to be filed under the 1940 Act and the 1933 Act, and
such amendments, exhibits and other supporting documents thereto, and
such other documents in connection therewith, as such attorneys-in-
fact, or any one of them, may deem necessary or advisable, and the
President or any Vice President of the Company is hereby authorized,
for and on behalf of the Company to execute a power of attorney in
favor of said attorneys-in-fact.

There being no further business, the meeting was adjourned.

/s/ Royce N. Sanner, Secretary

DISTRIBUTION AGREEMENT

AGREEMENT made this 2nd day of December, 1996, between ReliaStar Life
Insurance Company, a Minnesota corporation, (ReliaStar Life) on its own behalf
and on behalf of the Select*Life Variable Account (Variable Account) and
Washington Square Securities, Inc. (WSSI) which is a member of the National
Association of Securities Dealers, Inc. (NASD) and is registered as a
broker-dealer with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "1934 Act").

WHEREAS, ReliaStar Life was, until August 1, 1996 known as Northwestern
National Life Insurance Company (Northwestern); and,

WHEREAS, Northwestern has previously entered into a Distribution
Agreement dated January 15, 1993 for itself and on behalf of the Select*Variable
Account (Variable Account) with its affiliated company, Washington Square
Securities, Inc. for the distribution of Variable Contracts issued by
Northwestern; and,

WHEREAS, ReliaStar Life wishes to amend and restate such Agreement to
reflect Northwester's name change to ReliaStar Life effective August 1, 1996;
and,

WHEREAS, ReliaStar Life sells variable life insurance contracts
(Contracts), assets for which are allocated to the Variable Account, a separate
investment account. ReliaStar Life proposes to sell additional Contracts to
commence after the effectiveness of the Registration Statement relating to the
Contract and Variable Account filed with the Securities and Exchange Commission
on Form S-6 pursuant to the Securities Act of 1933, as amended (the "1933 Act");
and

WHEREAS, the Variable Account is registered as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"); and

WHEREAS, WSSI is a wholly owned subsidiary of ReliaStar Financial
Corp., a holding company and the parent of ReliaStar Life, which desires to
retain WSSI as the General Distributor and Principal Underwriter to distribute
and sell to the public the Contracts issued by ReliaStar Life and WSSI is
willing to render such services.

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:

1. PRINCIPAL UNDERWRITER. ReliaStar Life hereby appoints WSSI, during
the term of this Agreement, subject to the registration requirements of the 1933
Act and the 1940 Act to be the General Distributor and Principal Underwriter for
the sale of Contracts to the public in each state and other jurisdictions in
which the contracts may be lawfully sold. WSSI shall offer the Contracts for
sale and distribution at prices set by

1
<PAGE>

ReliaStar Life, through its own representatives and through other broker dealers
contracted under a Selling Agreement as described in Paragraph 2 of this
Agreement.

2. SELLING AGREEMENTS. WSSI is hereby authorized to enter into separate
written agreements, on such terms and conditions as WSSI and ReliaStar Life
determine are not inconsistent with this Agreement, with other broker-dealers
that agree to participate as a broker-dealer in the distribution of the
Contracts and to use their best efforts to solicit applications for Contracts.
Any such broker-dealer (hereinafter "Broker"), shall be registered as a
broker-dealer under the 1934 Act and shall be a member of the NASD. ReliaStar
Life shall undertake to appoint Broker's qualified agents or representatives as
life insurance agents of ReliaStar Life, provided that ReliaStar Life reserves
the right to refuse to appoint any proposed representative or agent, or once
appointed, to terminate such appointment.

3. SUITABILITY. ReliaStar Life desires to ensure that Contracts will be
sold to purchasers for whom the Contract will be suitable. WSSI shall take
reasonable steps to ensure that the registered representatives of WSSI shall not
make recommendations to an applicant to purchase a Contract in the absence of
reasonable grounds to believe the purchase of the Contract is suitable for such
applicant, and shall impose similar obligations upon Brokers.

4. CONFORMITY WITH REGISTRATION STATEMENT AND APPROVED SALES MATERIALS.
In performing its duties as General Distributor, WSSI will act in conformity
with the Prospectus and with the instructions and directions of ReliaStar Life,
the requirements of the 1933 Act, the 1940 Act, the 1934 Act, and all other
applicable federal and state laws and regulations. WSSI shall not give any
information nor make any representations, concerning any aspect of the Contract
or of ReliaStar Life's operations to any persons or entity unless such
information or representations are contained in the Registration Statement and
the pertinent prospectus filed with the Securities and Exchange Commission, or
are contained in sales or promotional literature approved ReliaStar Life. WSSI
will not use and will take reasonable steps to ensure by representatives will
not use any sales promotion material and advertising which has not been
previously approved by ReliaStar Life. WSSI shall impose similar obligations
upon Brokers contracted under a Selling Agreement as described in Paragraph 2 of
this Agreement.

5. APPLICATIONS. Completed applications for Contracts solicited by WSSI
through its agents or representatives shall be transmitted directly to ReliaStar
Life. All payments under the Contracts shall be made by check payable to
ReliaStar Life or by other method acceptable to ReliaStar Life, and if received
by WSSI, shall be held at all times in a fiduciary capacity and remitted
promptly to ReliaStar Life.

6. STANDARD OF CARE. WSSI shall be responsible for exercising
reasonable care in carrying out the provisions of this Agreement.

<PAGE>

7. RECORDS AND REPORTS. ReliaStar Life shall maintain and preserve such
records as are required of it, WSSI and the Variable Account, by applicable laws
and regulations with regard to the offer and sale of variable life insurance.
The books, accounts, and records of ReliaStar Life, the Variable Account and
WSSI shall be maintained by ReliaStar Life so as to clearly and accurately
disclose the nature and details of the transactions. ReliaStar Life agrees that
it will maintain and preserve all such records in conformity with the
requirements of the 1934 Act, to the extent such requirements are applicable to
variable life insurance. ReliaStar Life further agrees that all such records
shall be and are maintained and held in conformity with the 1934 Act and said
records are and shall remain at all times available to WSSI.

8. COMPENSATION. For the services rendered under this Agreement,
ReliaStar Life shall pay WSSI fifteen percent (15%) of first year agents
commissions. ReliaStar Life shall arrange for the payment of commissions to
those Brokers that sell Contracts under agreements entered into pursuant to
Section 2, hereof, and to wholesalers that solicit brokers to sell Contracts
under agreements entered into pursuant to Section 2, hereof, in amounts as may
be agreed to by ReliaStar Life and WSSI specified in such written agreements.

9. INVESTIGATION AND PROCEEDINGS. WSSI and ReliaStar Life agree to
cooperate fully in any regulatory investigation or proceeding or judicial
proceeding arising in connection with the contracts distributed under this
Agreement. WSSI further agrees to furnish regulatory authorities with any
information or reports in connection with such services which may be requested
in order to ascertain whether the operations of ReliaStar Life and the Variable
Account are being conducted in a manner consistent with Applicable laws and
regulations. WSSI and ReliaStar Life further agree to cooperate fully in any
securities regulatory investigation or proceeding with respect to ReliaStar
Life, WSSI, their affiliates and their agents or representatives to the extent
that such investigation or proceeding is in connection with Contracts
distributed under this Agreement. Without limiting the foregoing:

(a) WSSI will be notified promptly of any customer complaint or notice
of any regulatory investigation or proceeding or judicial proceeding received by
ReliaStar Life with respect to WSSI or any agent or representative of a Broker
which may affect ReliaStar Life's issuance of any Contract sold under this
Agreement; and

(b) WSSI will promptly notify ReliaStar Life of any customer complaint
or notice of any regulatory investigation or proceeding received by WSSI or its
affiliates with respect to WSSI or any agent or representative a Broker in
connection with any Contract distributed under this Agreement or any activity in
connection with any such Contract.

10. EMPLOYEES. WSSI will not employ, except with the poor written
approval of the Commissioner of Insurance of the States of California and
Texas, in any material

3
<PAGE>

connection with the handling of the Variable Accounts assets any person who, to
the knowledge of WSSI:

(a) in the last 10 years has been convicted of any felony or
misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, or involving violations
of Section 1341, 1342, or 1343 of Title 18, United States Code; or

(b) within the last 10 years has been found by any state regulatory
authority to have violated or has acknowledged violation of any provision of any
state insurance law involving fraud, deceit, or knowing misrepresentation; or

(c) within the last 10 years has been found by any federal or state
regulatory authorities to have violated or have acknowledged violation of any
revision of federal or state securities laws involving fraud, deceit, or knowing
misrepresentation.

11. TERMINATION. This Agreement may be terminated at any reason, for
any either party on 60 days' written notice to the other party, without the
payment of any penalty. Upon termination of this Agreement, all authorizations,
rights and obligations shall cease except the obligation to settle accounts
hereunder, including commissions on purchase payments subsequently received for
Contracts in effect at time of termination, and the agreements contained in
Sections 8 and 9 hereof.

12. ASSIGNMENT. This Agreement is not assignable by either party.

13. REGULATION. This Agreement shall be subject to the provisions of
the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder,
and of the applicable rules and regulations of the NASD, and applicable state
insurance law and other applicable law, from time to time in effect, and the
terms hereof shall be interpreted and construed in accordance therewith.

14. NOTICES. Notices of any kind to be given to WSSI by ReliaStar Life
or the Variable Account shall be in writing and shall be duly given if mailed,
first class postage prepaid, or delivery to the President of WSSI at 20
Washington Avenue South, Minneapolis, MN 55401, or at such other address or to
such individual as shall be specified by WSSI. Notices of any kind to be given
to ReliaStar Life or the Variable Account shall be in writing and shall be duly
given if mailed, first class postage prepaid, or delivered to them at 20
Washington Avenue South, Minneapolis, Minnesota 55401, Attention: Senior Vice
President, Individual Insurance Division, or at such other address or to such
individual as shall be specified by ReliaStar Life.

15. SEVERABILITY. If any provisions of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.

4
<PAGE>

16. GOVERNING LAW. This Agreement shall be construed and enforced in
ccordance with and governed by the laws of the State of Minnesota.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

RELIASTAR LIFE INSURANCE COMPANY

By: _____________________________

Title: _____________________________

By: _____________________________

Title: _____________________________

WASHINGTON SQUARE SECURITIES, INC.

By: _____________________________

Title: _____________________________

By: _____________________________

Title: _____________________________

"A"

BROKER DEALER AGENCY
SELLING AGREEMENT

This Agreement is made among the following three parties:

1. RELIASTAR LIFE INSURANCE COMPANY
20 Washington Avenue South
Minneapolis, Minnesota 55401-1900
a Minnesota domiciled stock life insurance company
(hereinafter "INSURER"); and,

2. WASHINGTON SQUARE SECURITIES, INC.
20 Washington Avenue South
Minneapolis, Minnesota 55401-1900
an affiliate of Insurer, registered as a broker-dealer with
the Securities and Exchange Commission ("SEC") and a member of
the National Association of Securities Dealers, Inc.
("NASD") (hereinafter "GENERAL DISTRIBUTOR"); and,

3. ------------------------------

------------------------------
Street
------------------------------
City State ZIP
registered as a broker-dealer with the SEC and a member of the
NASD and licensed as an insurance agency (hereinafter
"BROKER-DEALER").

RECITALS:

Whereas, Broker-Dealer is licensed as an insurance agency in order to
satisfy state insurance law requirements with respect to the sale of traditional
life insurance policies as well as variable insurance products which are
registered securities with the SEC.

Whereas, the parties wish to enter into an agreement for the
distribution of Variable Contracts and Traditional Life Insurance Policies by
Broker-Dealer; and

Whereas, Insurer has appointed General Distributor as principal
underwriter and distributor (as those terms are defined by the Investment
Company Act of 1940) of the Variable Contracts and has authorized General
Distributor to enter into selling agreements with registered broker-dealers for
the solicitation and sale of Variable Contracts; and,

<PAGE>

Whereas, Insurer and General Distributor propose to have
Broker-Dealer's registered representatives who are licensed as life
insurance/variable contract agents in appropriate jurisdictions
("Representatives") solicit and sell Variable Contracts and Traditional Life
Insurance Policies; and,

Whereas, Insurer and General Distributor propose to have Broker-Dealer
provide certain supervisory and administrative services as hereinafter described
with respect to the solicitation and sales of Variable Contracts and Traditional
Life Insurance Policies.

NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties now agree as follows:

1. DEFINITIONS

In this Agreement,

(a) The words "Variable Contract" shall mean those variable life
insurance policies and variable annuity contracts identified in Section
1 of Compensation Schedule A attached hereto, and as may hereafter be
amended.

Insurer may in its sole discretion and without notice to
Broker Dealer, suspend sales of any Variable Contracts or amend any
policies or contracts evidencing such Variable Contracts if, in
Insurer's opinion, such suspension or amendment is: (1) necessary for
compliance with federal, state, or local laws, regulations, or
administrative order(s); or, (2) necessary to prevent administrative or
financial hardship to Insurer. In all other situations, Insurer shall
provide 30 days notice to Broker Dealer prior to suspending sales of
any Variable Contracts or amending any policies or contracts evidencing
such Variable Contracts.

Insurer may issue and propose additional or successor
products, in which event Broker Dealer will be informed of the product
and its related Commission Schedule. If Broker Dealer does not agree to
distribute such product(s), it must notify Insurer in writing within
30 days of receipt of the Commission Schedule for such product(s). If
Broker Dealer does not indicate disapproval of the new product(s) or
the terms contained in the related Commission Schedule, Broker Dealer
will be deemed to have thereby agreed to distribute such product(s) and
agreed to the related Commission Schedule which shall be attached to
and made a part of this Agreement.

(b) The words "Traditional Life Insurance Policy" shall mean those life
insurance policies and annuity contracts identified in Section 2 of
Compensation Schedule A attached hereto, and as may hereafter be
amended.

<PAGE>

Insurer may in its sole discretion and without notice to
Broker Dealer, suspend sales of any Traditional Life Insurance Policies
or amend any policies or contracts evidencing such Traditional Life
Insurance Policies if, in Insurer's opinion, such suspension or
amendment is: (1) necessary for compliance with federal, state, or
local laws, regulations, or administrative order(s); or, (2) necessary
to prevent administrative or financial hardship to Insurer. In all
other situations, Insurer shall provide 30 days notice to Broker Dealer
prior to suspending sales of any Traditional Life Insurance Policies or
amending any policies or contracts evidencing such Traditional Life
Insurance Policies.

Insurer may issue and propose additional or successor
products, in which event Broker Dealer will be informed of the product
and its related Compensation Schedule. If Broker Dealer does not agree
to distribute such product(s), it must notify Insurer in writing
within 30 days of receipt of the Compensation Schedule for such
product(s). If Broker Dealer does not indicate disapproval of the new
product(s) or the terms contained in the related Compensation Schedule,
Broker Dealer will be deemed to have thereby agreed to distribute such
product(s) and agreed to the related Compensation Schedule which shall
be attached to and made a part of this Agreement.

2. AGENCY APPOINTMENT

On the effective date, Insurer and General Distributor appoint Broker
Dealer and Broker Dealer accepts the appointment to solicit sales of
and to sell Variable Contracts and Traditional Life Insurance Policies,
pursuant to the terms of this Agreement.

3. DUTIES OF BROKER DEALER

(a) SUPERVISION OF REPRESENTATIVES. Broker Dealer shall have full
responsibility for the training and supervision of all Representatives
who are engaged directly or indirectly in the offer or sale of the
Variable Contracts, and all such persons shall be subject to the
control of Broker Dealer with respect to such persons' securities
regulated activities in connection with the Variable Contracts. Broker
Dealer will cause the Representatives to be trained in the sale of the
Variable Contracts, will cause such Representatives to qualify under
applicable federal and state laws to engage in the sale of the Variable
Contracts; will cause such Representatives to be registered
representatives of Broker Dealer before such Representatives engage in
the solicitation of applications for the Variable Contracts; and will
cause such Representatives to limit solicitation of applications for
the Variable Contracts to jurisdictions where Insurer has authorized
such solicitation. Broker Dealer shall cause such Representatives'
qualifications to be certified to the satisfaction of General
Distributor and shall notify General Distributor if any Representative
ceases to be a registered representative of Broker Dealer or ceases to
maintain the proper licensing required

<PAGE>

for the sale of the Variable Contracts. All parties shall be liable
for their own negligence and misconduct under this paragraph.

(b) REPRESENTATIVES INSURANCE COMPLIANCE. Broker Dealer, prior to
allowing its Representatives to solicit for sales or sell the Variable
Contracts and Traditional Life Insurance Policies, shall require such
representatives to be validly insurance licensed, registered and
appointed by Insurer as a variable contract/life insurance agent in
accordance with the jurisdictional requirements of the place where the
solicitations and sales take place as well as the solicited person's or
entity's place of residence.

Broker Dealer shall assist Insurer in the appointment of
Representatives under the applicable insurance laws to sell Variable
Contracts and Traditional Life Insurance Policies. Broker Dealer shall
fulfill all Insurer requirements in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of
Insurer. All such licensing/appointment papers shall be submitted to
Insurer or its designee by Broker Dealer. Notwithstanding such
submission, Insurer shall have sole discretion to appoint, refuse to
appoint, discontinue, or terminate the appointment of any
Representative as an insurance agent of Insurer.

(c) COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES LAWS. Broker Dealer shall fully comply with the requirements
of the National Association of Securities Dealers, Inc., the Securities
Exchange Act of 1934 and all other applicable federal and state laws.
In addition, Broker Dealer will establish and maintain such rules and
procedures as may be necessary to cause diligent supervision of the
securities activities of the Representatives as required by applicable
law or regulation. Upon request by General Distributor, Broker Dealer
shall furnish such records as may be necessary to establish such
diligent supervision.

(d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a
Representative fails or refuses to submit to supervision of Broker
Dealer or otherwise fails to meet the rules and standards imposed by
Broker Dealer on its Representatives, Broker Dealer shall advise
General Distributor of this fact and shall immediately notify such
Representative that he or she is no longer authorized to sell the
Variable Contracts or Traditional Life Insurance Policies and Broker
Dealer shall take whatever additional action may be necessary to
terminate the sales activities of such Representative relating to such
contracts and policies.

(e) PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING.
Broker-Dealer shall be provided, without any expense to Broker Dealer,
with prospectuses relating to the Variable Contracts and such other
supplementary sales material as General Distributor determines is
necessary or desirable for use in connection with sales of the Variable
Contracts and Traditional Life Insurance Policies.

<PAGE>

NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO
THE VARIABLE CONTRACTS AND TRADITIONAL LIFE INSURANCE POLICIES,
INCLUDING WITHOUT LIMITATION GENERIC ADVERTISING MATERIAL WHICH DOES
NOT REFER TO INSURER BY NAME, SHALL BE USED BY BROKER DEALER UNLESS THE
SPECIFIC ITEM HAS BEEN APPROVED IN WRITING BY GENERAL DISTRIBUTOR PRIOR
TO SUCH USE.

In addition, Broker Dealer shall not print, publish or
distribute any advertisement, circular or any document relating to
Insurer unless such advertisement, circular or document shall have been
approved in writing by Insurer prior to such use.

Upon termination of this Agreement, all prospectuses, sales
promotion material, advertising, circulars, documents and software
relating to the sales of Insurer's contracts shall be promptly turned
over to Insurer free from any claim or retention of rights by the
Broker Dealer.

Insurer represents that the prospectus and registration
statement relating to the Variable Contracts contain no untrue
statements of material fact or omission to state material fact, the
omission of which makes any statement contained in the prospectus and
registration statement misleading. Insurer agrees to indemnify Broker
Dealer from and against any claims, liabilities and expenses which may
be incurred under the Securities Act of 1933, the Investment Company
Act of 1940, common law or otherwise arising out of a breach of the
agreement in this paragraph.

Broker Dealer agrees to hold harmless and indemnify Insurer
and General Distributor against any and all claims, liabilities and
expenses which Insurer or General Distributor may incur from
liabilities arising out of or based upon any alleged or untrue
statement other than statements contained in the registration
statement, prospectus or approved sales material of any Variable
Contract.

In accordance with the requirements of the laws of the several
states, Broker Dealer shall maintain complete records indicating the
manner and extent of distribution of any such solicitation material,
shall make such records and files available to staff of Insurer or its
designated agent in field inspections and shall make such material
available to personnel of state insurance departments, the NASD or
other regulatory agencies, including the SEC, which have regulatory
authority over Insurer or General Distributor. Broker Dealer holds
Insurer, General Distributor and their affiliates harmless from any
liability arising from the use of any material which either (a) has not
been specifically approved by Insurer in writing, or (b) although
previously approved, has been disapproved, in writing, for further use.

(f) SECURING APPLICATIONS. All applications for Variable Contracts and
Traditional Life Insurance Policies shall be made on application forms
supplied by Insurer and all payments collected by Broker Dealer or any
Representative thereof shall be remitted promptly in full, together
with such application forms

<PAGE>

and any other required documentation, directly to Insurer at the
address indicated on such application or to such other address as
Insurer may, from time-to-time, designate in writing. Broker Dealer
shall review all such applications for accuracy and completeness.
Checks or money orders in payment on any such Variable Contract or
Traditional Life Insurance Policy shall be drawn to the order of
"ReliaStar Life Insurance Company." All applications are subject to
acceptance or rejection by Insurer at its sole discretion. All records
or information obtained hereunder by Broker Dealer shall not be
disclosed or used except as expressly authorized herein, and Broker
Dealer will keep such records and information confidential, to be
disclosed only as authorized or if expressly required by federal or
state regulatory authorities.

(g) COLLECTION OF PURCHASE PAYMENTS. Broker Dealer agrees that all
money or other consideration tendered with or in respect of any
application for a Variable Contract or Traditional Life Insurance
Policy and the Variable Contract or Traditional Life Insurance Policy
when issued is the property of Insurer and shall be promptly remitted
in full to Insurer without deduction or offset for any reason,
including by way of example but not limitation, any deduction or offset
for compensation claimed by Broker Dealer.

(h) POLICY DELIVERY. Insurer will transmit Variable Contracts and
Traditional Life Insurance Policies to Broker Dealer for delivery to
Policyowners. Broker Dealer hereby agrees to deliver all such Variable
Contracts to Policyowners within ten (10) days of their receipt by
Broker Dealer from Insurer. Broker Dealer agrees to indemnify and hold
harmless Insurer for any and all losses caused by Broker Dealer's
failure to perform the undertakings described in this paragraph. Broker
Dealer hereby authorizes Insurer to set off any amount it owes Insurer
under this paragraph against any and all amounts otherwise payable to
Broker Dealer by Insurer.

(i) FIDELITY BOND. Broker Dealer represents that all directors,
officers, employees and Representatives of Broker Dealer who are
licensed pursuant to this Agreement as Insurer's agents for state
insurance law purposes or who have access to funds of Insurer,
including but not limited to funds submitted with applications for the
Variable Contracts and Traditional Life Insurance Policies, or funds
being returned to owners, are and shall be covered by a blanket
fidelity bond, including coverage for larceny and embezzlement, issued
by a reputable bonding company. This bond shall be maintained by Broker
Dealer at Broker Dealer's expense. Such bond shall be, at least, of the
form, type and amount required under the NASD Rules of Fair Practice.
Insurer may require evidence, satisfactory to it, that such coverage is
in force and Broker Dealer shall give prompt written notice to Insurer
of any notice of cancellation or change of coverage.

<PAGE>

and Broker Dealer hereby indemnifies and holds harmless Insurer from
any such deficiency and from the costs of collection thereof (including
reasonable attorneys' fees).

4. COMPENSATION

(a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor,
shall pay a dealer concession to Broker Dealer on all sales of Variable
Contracts through its Representatives, in accordance with the form of
Compensation Schedule A attached hereto, which is in effect when
purchase payment on such Variable Contracts are received by Insurer.
Dealer concessions will be paid as a percentage of premiums received in
cash or other legal tender and accepted by Insurer on applications
obtained by Broker Dealer's Representatives unless otherwise indicated
in Compensation Schedule A. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due Insurer hereunder.

Insurer will pay all such Compensation to the Broker Dealer.
Broker Dealer agrees to hold Insurer and General Distributor harmless
from all claims of its Representatives for compensation in respect of
Representative's sales of Variable Contracts.

(b) TRADITIONAL LIFE INSURANCE POLICIES. Insurer shall pay commissions
to Broker Dealer on all sales of Traditional Life Insurance Policies
through its Representatives in accordance with the form of Compensation
Schedule A attached hereto, which is in effect when purchase payments
on such Traditional Life Insurance Policies are received by Insurer.
Commissions will be paid as a percentage of premiums received in cash
or other legal tender and accepted by insurer on applications obtained
by Broker-Dealer's Representatives unless otherwise indicated in
Compensation Schedule A. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due Insurer hereunder.

Insurer will pay all such compensation to the Broker Dealer.
Broker Dealer agrees to hold Insurer harmless from all claims of its
Representatives for compensation in respect of Representative's sales
of Traditional Life Insurance Policies.

(c) COMMISSION STATEMENTS. Broker Dealer will be provided with copies
of its Representatives' commission statements together with Broker
Dealer's own commission statement for each commission payment period in
which commissions are payable. Broker Dealer agrees that, except as to
clerical errors and material undisclosed facts, if any, such statements
constitutes a complete and accurate statement of the commission account
unless written notice is

7
<PAGE>

provided to Insurer within 120 days after the date of the statement,
which notice specifically sets forth the objections or exceptions
thereto.

(d) COMPENSATION SCHEDULES. The initial Compensation Schedule A is
attached.

Insurer and General Distributor reserve the right to change,
amend, or cancel any Compensation Schedule as to business produced
after such change by mailing notice of such change in the form of a new
Compensation Schedule to Broker Dealer. Such change shall be effective,
unless otherwise specified, ten (10) days after the notice is mailed.

(e) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to
reject any and all applications and collections submitted, to
discontinue writing any form of policy, to take possession of and
cancel any policy and return the premium or any part of it, and to make
any compromise settlement in respect of a policy. Broker Dealer will
not be entitled to receive or retain any compensation on premiums or
parts of premiums Insurer does not receive and retain because of such
rejection, discontinuance, cancellation, or compromise settlement. If
compensation has been paid to which Broker Dealer is not entitled, any
amount credited will be charged back, and if the account balance is
insufficient to cover the credited amount, Broker Dealer as applicable
agrees to promptly repay the credited amount.

5. TERMINATION

This Agreement may be terminated, without cause, by any party upon
thirty (30) days prior written notice; and may be terminated, for
failure to perform satisfactorily or other cause, by any party
immediately; and shall be terminated if Broker Dealer ceases to be
registered as a broker dealer under the Securities Exchange Act of 1934
and a member of the NASD or, if Broker Dealer ceases to maintain its
insurance agent license(s) in good standing in the jurisdictions in
which it conducts business.

6. ARBITRATION

8
<PAGE>

within thirty (30) days of their appointment, each of them shall name
two, of whom the other shall decline one and the decision shall be
made by drawing lots. All arbitrators shall be active or retired
executive officers of insurance companies not under the control of any
party to this Agreement. Each party shall submit its case to the
arbitrators within thirty (30) days of the appointment of the third
arbitrator. The arbitration shall be held in Minneapolis, Minnesota
at the times agreed upon by the arbitrators. The decision in writing of
any two arbitrators, when filed with the parties hereto shall be final
and binding on both parties. Judgment may be entered upon the final
decision of the arbitrators in any court having jurisdiction. Each
party shall bear the expense of its own arbitrator and shall jointly
and equally bear with the other party the expense of the third
arbitrator and of the arbitration.

7. GENERAL PROVISIONS

(a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement
shall not be effective until approved by Insurer and General
Distributor. Insurer and General Distributor reserve the right to amend
this Agreement at any time, and the submission of an application by
Broker Dealer after notice of any such amendment has been sent shall
constitute Broker Dealer's agreement to any such amendment. No
additions, amendments or modifications of this Agreement or any waiver
of any provision will be valid unless approved, in writing, by one of
Insurer's duly authorized officers. In addition, no approved waiver of
any default, or failure of performance by Broker Dealer will affect
Insurer's or General Distributor's rights with respect to any later
default or failure of performance.

(b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not
create the relationship of employer and employee between the parties
to this Agreement. Insurer and General Distributor are independent
contractors with respect to Broker Dealer and its Representatives.

(c) ASSIGNMENTS. Broker Dealer will not assign or transfer, either
wholly or partially, this Agreement or any of the benefits accrued or
to accrue under it, without the written prior consent of a duly
authorized officer of the Insurer and General Distributor.

(d) SERVICE OF PROCESS. If Broker Dealer receives or is served with any
notice or other paper concerning any legal action against Insurer or
General Distributor, Broker Dealer agrees to notify Insurer immediately
(in any event not later than the first business day after receipt) by
telephone and further agrees to transmit any papers that are served or
received by facsimile to (612) 342-7531 and by overnight mail to
Insurer's Office of General Counsel.

(e) SEVERABILITY. It is understood and agreed by the parties to this
Agreement that if any part, term or provision of this Agreement is held
to be invalid or in conflict with any law or regulation, the validity
of the remaining portions or provisions will not be affected, and the
parties' rights and obligations will be

9
<PAGE>

construed and enforced as if this Agreement did not contain the
particular part, term or provision held to be invalid.

(f) GOVERNING LAW. It is agreed by the parties to this Agreement that
the Agreement and all of its provisions will be governed by the laws of
the State of Minnesota.

(g) LIMITATIONS. No party other than Insurer shall have the authority
on behalf of Insurer to make, alter, or discharge any policy, contract,
or certificate issued by Insurer, to waive any forfeiture or to grant,
permit, nor extend the time for making any payments nor to guarantee
earnings or rates, nor to alter the forms which Insurer may prescribe
or substitute other forms in place of those prescribed by Insurer, nor
to enter into any proceeding in a court of law or before a regulatory
agency in the name of or on behalf of Insurer, nor to open any bank
account in the full legal name of Insurer, any derivation thereof or
any tradename thereof.

8. TERRITORY

Broker Dealer's territory is limited geographically to those
jurisdictions in which the Variable Contracts and Traditional Life
Insurance Policies may lawfully be offered, provided that Broker
Dealer's right to solicit sales of and to sell the Variable Contracts
and Traditional Life Insurance Policies in such jurisdictions is not
exclusive.

9. EFFECTIVE DATE

This Agreement shall be effective ________________, 199__.

<PAGE>

IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 199__.

INSURER:

RELIASTAR LIFE INSURANCE COMPANY

By: _____________________________

Title: _____________________________

GENERAL DISTRIBUTOR:

WASHINGTON SQUARE SECURITIES, INC.

By: _____________________________

Title: _____________________________

BROKER DEALER:

______________________________________

By: _____________________________

Title: _____________________________

<PAGE>
"B"

BROKER DEALER AGENCY
SELLING AGREEMENT

This Agreement is made among the following four parties:

1. RELIASTAR LIFE INSURANCE COMPANY
20 Washington Avenue South
Minneapolis, Minnesota 55401-1900
a Minnesota domiciled stock life insurance company
(hereinafter "INSURER"); and,

3. ______________________________

______________________________
Street
______________________________
City State ZIP
registered as a broker-dealer with the SEC and a
member of the NASD (hereinafter "BROKER-DEALER"); and,

4. ______________________________

______________________________
Street
______________________________
City State ZIP
an affiliate of Broker-Dealer and a licensed insurance agency
(hereinafter "AGENCY").

1
<PAGE>

RECITALS:

Whereas, Broker-Dealer has become affiliated with Agency in order to
satisfy state insurance law requirements with respect to the sale of variable
insurance products which are registered securities with the SEC.

Whereas, the parties wish to enter into an agreement for the
distribution of Variable Contracts and Traditional Life Insurance Policies by
Broker-Dealer and Agency; and

Whereas, Insurer and General Distributor propose to have
Broker-Dealer's registered representatives who are affiliated with Agency and
who are licensed as life insurance/variable contract agents in appropriate
jurisdictions ("Representatives") solicit and sell Variable Contracts and
Traditional Life Insurance Policies; and,

Whereas, Insurer proposes to authorize Agency's employees who are not
registered representatives of Broker-Dealer but who are licensed as life
insurance agents in appropriate jurisdictions ("Agents") to solicit and sell
Traditional Life Insurance Policies; and,

Whereas, Insurer proposes to have Agency provide certain supervisory
and administrative services as hereinafter described with respect to the
solicitation and sales of Traditional Life Insurance Policies by its Agents and
by Representatives who are affiliated with Agency.

NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties now agree as follows:

2
<PAGE>

1. DEFINITIONS

In this Agreement,

<PAGE>

2. AGENCY APPOINTMENTS

On the effective date,

(a) Insurer and General Distributor appoint Broker Dealer and Broker
Dealer accepts the appointment to solicit sales of and to sell Variable
Contracts only, pursuant to the terms of this Agreement.

(b) Insurer appoints Agency, and Agency accepts the appointment to
solicit sales of and to sell Traditional Life Insurance Policies only,
pursuant to the terms of this Agreement.

3. DUTIES OF BROKER DEALER

4
<PAGE>

(b) REPRESENTATIVES INSURANCE COMPLIANCE. Broker Dealer, prior to
allowing its Representatives to solicit for sales or sell the Variable
Contracts, shall require such representatives to be validly insurance
licensed, registered and appointed by Insurer as a variable contract
agent in accordance with the jurisdictional requirements of the place
where the solicitations and sales take place as well as the solicited
person's or entity's place of residence.

Broker Dealer shall assist Insurer in the appointment of
Representatives under the applicable insurance laws to sell the
Variable Contracts. Broker Dealer shall fulfill all Insurer
requirements in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of
Insurer. All such licensing/appointment papers shall be submitted to
Insurer or its designee by Broker Dealer. Notwithstanding such
submission, Insurer shall have sole discretion to appoint, refuse to
appoint, discontinue, or terminate the appointment of any
Representative as an insurance agent of Insurer.

(d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a
Representative fails or refuses to submit to supervision of Broker
Dealer or otherwise fails to meet the rules and standards imposed by
Broker Dealer on its Representatives, Broker Dealer shall advise
General Distributor of this fact and shall immediately notify such
Representative that he or she is no longer authorized to sell the
Variable Contracts and Broker Dealer shall take whatever additional
action may be necessary to terminate the sales activities of such
Representative relating to the Variable Contracts.

5
<PAGE>

NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO
THE VARIABLE CONTRACTS, INCLUDING WITHOUT LIMITATION GENERIC
ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME, SHALL BE
USED BY BROKER DEALER UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN
WRITING BY GENERAL DISTRIBUTOR PRIOR TO SUCH USE.

Upon termination of this Agreement, all prospectuses, sales
promotion material, advertising, circulars, documents and software
relating to the sales of the Variable Contracts shall be promptly
turned over to Insurer free from any claim or retention of rights by
the Broker Dealer.

In accordance with the requirements of the laws of the several
states, Broker Dealer shall maintain complete records indicating the
manner and extent of distribution of any such solicitation material,
shall make such records and files available to staff of Insurer or its
designated agent in field inspections and shall make such material
available to personnel of state insurance departments, the NASD or
other regulatory agencies, including the SEC, which have regulatory
authority over Insurer or General Distributor. Broker Dealer holds
Insurer, General Distributor and their affiliates harmless from any
liability arising from the use of any material which either (a) has not
been specifically approved in writing, or (b) although previously
approved, has been disapproved, in writing, for further use.

6
<PAGE>

(f) SECURING APPLICATIONS. All applications for Variable Contracts
shall be made on application forms supplied by Insurer and all
payments collected by Broker Dealer or any Representative thereof
shall be remitted promptly in full, together with such application
forms and any other required documentation, directly to Insurer at the
address indicated on such application or to such other address as
Insurer may, from time-to-time, designate in writing. Broker Dealer
shall review all such applications for accuracy and completeness.
Checks or money orders in payment on any such Variable Contract shall
be drawn to the order of "ReliaStar Life Insurance Company." All
applications are subject to acceptance or rejection by Insurer at its
sole discretion. All records or information obtained hereunder by
Broker Dealer shall not be disclosed or used except as expressly
authorized herein, and Broker Dealer will keep such records and
information confidential, to be disclosed only as authorized or if
expressly required by federal or state regulatory authorities.

(g) COLLECTION OF PURCHASE PAYMENTS. Broker Dealer agrees that all
money or other consideration tendered with or in respect of any
application for a Variable Contract and the Variable Contract when
issued is the property of Insurer and shall be promptly remitted in
full to Insurer without deduction or offset for any reason, including
by way of example but not limitation, any deduction or offset for
compensation claimed by Broker Dealer.

(h) POLICY DELIVERY. Insurer will transmit Variable Contracts to Broker
Dealer for delivery to Policyowners. Broker Dealer hereby agrees to
deliver all such Variable Contracts to Policyowners within ten (10)
days of their receipt by Broker Dealer from Insurer. Broker Dealer
agrees to indemnify and hold harmless Insurer for any and all losses
caused by Broker Dealer's failure to perform the undertakings described
in this paragraph. Broker Dealer hereby authorizes Insurer to set off
any amount it owes Insurer under this paragraph against any and all
amounts otherwise payable to Broker Dealer by Insurer.

(i) FIDELITY BOND. Broker Dealer represents that all directors,
officers, employees and Representatives of Broker Dealer who are
licensed pursuant to this Agreement as Insurer's agents for state
insurance law purposes or who have access to funds of Insurer,
including but not limited to funds submitted with applications for the
Variable Contracts or funds being returned to owners, are and shall be
covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained by Broker Dealer at Broker Dealer's expense. Such bond shall
be, at least, of the form, type and amount required under the NASD
Rules of Fair Practice. Insurer may require evidence, satisfactory to
it, that such coverage is in force and Broker Dealer shall give prompt
written notice to Insurer of any notice of cancellation or change of
coverage.

7
<PAGE>

Broker Dealer assigns any proceeds received from the fidelity
bonding company to Insurer to the extent of Insurer's loss due to
activities covered by the bond. If there is any deficiency amount,
whether due to a deductible or otherwise, Broker Dealer shall promptly
pay Insurer such amount on demand and Broker Dealer hereby indemnifies
and holds harmless Insurer from any such deficiency and from the costs
of collection thereof (including reasonable attorneys' fees).

4. DUTIES OF AGENCY

(a) SUPERVISION OF AGENTS AND REPRESENTATIVES. Agency shall have full
responsibility for the training and supervision of all Agents and
Representatives who are engaged directly or indirectly in the offer or
sale of Traditional Life Insurance Policies. Agency will cause the
Agents and Representatives to be trained in the sale of Traditional
Life Insurance Policies, will cause such Agents and Representatives to
qualify under applicable state insurance laws to engage in the sale of
life insurance before such Agents and Representatives engage in the
solicitation of applications for Traditional Life Insurance Policies;
and will cause such Agents and Representatives to limit solicitation of
applications for Traditional Life Insurance Policies to jurisdictions
where Insurer has authorized such solicitation. Agency shall cause such
Agents' and Representatives' qualifications to be certified to the
satisfaction of Insurer and shall notify Insurer if any Agent or
Representative ceases to be an employee of Agency or ceases to maintain
the proper licensing required for the sale of Traditional Life
Insurance Policies. All parties shall be liable for their own
negligence and misconduct under this paragraph.

(b) AGENT INSURANCE COMPLIANCE. Agency, prior to allowing Agents or
Representatives to solicit for sales or sell Traditional Life Insurance
Policies, shall require such agents to be validly insurance licensed,
registered and appointed by Insurer as a life insurance agent in
accordance with the jurisdictional requirements of the place where the
solicitations and sales take place as well as the solicited person's or
entity's place of residence.

Agency shall assist Insurer in the appointment of Agents and
Representatives under the applicable insurance laws to sell Traditional
Life Insurance Policies. Agency shall fulfill all Insurer requirements
in conjunction with the submission of licensing/appointment papers for
all applicants as insurance agents of Insurer. All such
licensing/appointment papers shall be submitted to Insurer or its duly
appointed agent by Agency. Notwithstanding such submission, Insurer
shall have sole discretion to appoint, refuse to appoint, discontinue,
or terminate the appointment of any Agent or Representative as an
insurance agent of Insurer.

8
<PAGE>

(c) SALES PROMOTION MATERIAL AND ADVERTISING. Agency shall be provided,
without any expense to Agency, such sales promotion and advertising
materials as Insurer determines is necessary or desirable for use in
connection with sales of Traditional Life Insurance Policies.

NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO
TRADITIONAL LIFE INSURANCE POLICIES, INCLUDING WITHOUT LIMITATION
GENERIC ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME,
SHALL BE USED BY AGENCY UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN
WRITING BY INSURER PRIOR TO SUCH USE.

In addition, Agency shall not print, publish or distribute any
advertisement, circular or any document relating to Insurer unless such
advertisement, circular or document shall have been approved in writing
by Insurer prior to such use.

Upon termination of this Agreement, all sales promotion
material, advertising, circulars, documents and software relating to
the sales of Traditional Life Insurance Policies shall be promptly
turned over to Insurer free from any claim or retention of rights by
the Agency.

In accordance with the requirements of the laws of the several
states, Agency shall maintain complete records indicating the manner
and extent of distribution of any such solicitation material, shall
make such records and files available to staff of Insurer or its
designated agent in field inspections and shall make such material
available to personnel of state insurance departments other regulatory
agencies which have regulatory authority over Insurer. Agency holds
Insurer and its affiliates harmless from any liability arising from the
use of any material which either (a) has not been specifically approved
in writing, or (b) although previously approved, has been disapproved,
in writing, for further use.

(d) SECURING APPLICATIONS. All applications for Traditional Life
Insurance Policies shall be made on application forms supplied by
Insurer and all payments collected by Agency or any Agent,
Broker-Dealer or any Representative thereof shall be remitted promptly
in full, together with such application forms and any other required
documentation, directly to Insurer at the address indicated on such
application or to such other address as Insurer may, from
time-to-time, designate in writing. Agency shall review all such
applications for accuracy and completeness. Checks or money orders in
payment on any such Traditional Life Insurance Policy shall be drawn
to the order of "ReliaStar Life Insurance Company." All applications
are subject to acceptance or rejection by Insurer at its sole
discretion. All records or information obtained hereunder by Agency
shall not be disclosed or used except as expressly authorized herein,
and Agency will keep such records and

9
<PAGE>

information confidential, to be disclosed only as authorized or if
expressly required by federal or state regulatory authorities.

(e) COLLECTION OF PURCHASE PAYMENTS. Agency agrees that all money or
other consideration tendered with or in respect of any application for
a Traditional Life Insurance Policy and the Traditional Life Insurance
Policy when issued is the property of Insurer and shall be promptly
remitted in full to Insurer without deduction or offset for any reason,
including by way of example but not limitation, any deduction or offset
for compensation claimed by Agency.

(f) POLICY DELIVERY. Insurer may, upon written request of Agency,
transmit Traditional Life Insurance Policies to Agency or Broker-Dealer
for delivery to Policyowners. Agency and Broker-Dealer hereby agree to
deliver all such Traditional Life Insurance Policies to Policyowners
within ten (10) days of their receipt by Agency or Broker-Dealer from
Insurer. Agency and Broker-Dealer agree to indemnify and hold harmless
Insurer for any and all losses caused by Agency's or Broker-Dealer's
failure to perform the undertakings described in this paragraph. Agency
and Broker-Dealer hereby authorize Insurer to set off any amount it
owes Insurer under this paragraph against any and all amounts otherwise
payable to Agency or Broker-Dealer by Insurer.

5. COMPENSATION

(a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor,
shall pay a dealer concession to Broker Dealer on all sales of Variable
Contracts through such Representatives, in accordance with the form of
Compensation Schedule A attached hereto, which is in effect when
purchase payment on such Variable Contracts are received by Insurer.
Dealer concessions will be paid as a percentage of premiums received in
cash or other legal tender and accepted by Insurer on applications
obtained by Broker Dealer's Representatives unless otherwise indicated
in Compensation Schedule A. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due Insurer hereunder.

Insurer will pay all such Compensation to and in the name of
Broker Dealer. Broker Dealer agrees to hold Insurer and General
Distributor harmless from all claims of its Representatives for
compensation in respect of such Representative's sales of Variable
Contracts.

10
<PAGE>

(b) TRADITIONAL LIFE INSURANCE POLICIES. Insurer shall pay commissions
to Broker Dealer on all sales of Traditional Life Insurance Policies
through Agents and Representatives in accordance with the form of
Compensation Schedule A attached hereto, which is in effect when
purchase payments on such Traditional Life Insurance Policies are
received by Insurer. Commissions will be paid as a percentage of
premiums received in cash or other legal tender and accepted by insurer
on applications obtained by Agency's Agents or Broker-Dealer's
Representatives unless otherwise indicated in Compensation Schedule A.
Upon termination of this Agreement, all compensation payable hereunder
shall cease; however, Broker Dealer shall continue to be liable for any
chargebacks or for any other amounts advanced by or otherwise due
Insurer hereunder.

Insurer will pay all such Compensation to and in the name of
Broker Dealer. Agency hereby assigns to Broker Dealer all compensation
which would otherwise be paid to Agency in respect of Representative's
and Agent's sales of Traditional Life Insurance Policies. Agency agrees
to hold Insurer harmless from all claims Agents or Representatives have
for compensation in respect of Agent's or Representative's sales of
Traditional Life Insurance Policies.

(c) COMMISSION STATEMENTS. Broker Dealer will be provided with copies
of its Representatives' commission statements together with Broker
Dealer's own commission statements for each commission payment period
in which commissions are payable. Broker Dealer agrees that, except as
to clerical errors and material undisclosed facts, if any, such
statements constitutes a complete and accurate statement of the
commission account unless written notice is provided to Insurer within
120 days after the date of the statement, which notice specifically
sets forth the objections or exceptions thereto.

(d) COMPENSATION SCHEDULES. The initial Compensation Schedule A is
attached.

11
<PAGE>

credited will be charged back, and if the account balance is
insufficient to cover the credited amount, Broker Dealer as applicable
agrees to promptly repay the credited amount.

6. TERMINATION

This Agreement may be terminated, without cause, by any party upon
thirty (30) days prior written notice; and may be terminated, for
failure to perform satisfactorily or other cause, by any party
immediately; and shall be terminated if Broker Dealer ceases to be
registered as a broker dealer under the Securities Exchange Act of 1934
and a member of the NASD or, if Agency ceases to maintain its insurance
agent license(s) in good standing in the jurisdictions in which it
conducts business.

7. ARBITRATION

Any dispute, claim or controversy arising out of or in connection with
this Agreement shall be submitted to arbitration pursuant to the NASD's
arbitration facilities. If the subject matter of the dispute, claim or
controversy is not within the scope of matters which may arbitrated
through the NASD arbitration facilities, then such dispute, claim or
controversy shall, upon the written request of any party, be submitted
to three arbitrators, one to be chosen by each party, and the third by
the two so chosen. If either party refuses or neglects to appoint an
arbitrator within thirty (30) days after the receipt of the written
notice from the other party requesting it to do so, the requesting
party may appoint two arbitrators. If the two arbitrators fail to agree
in the selection of a third arbitrator within thirty (30) days of their
appointment, each of them shall name two, of whom the other shall
decline one and the decision shall be made by drawing lots. All
arbitrators shall be active or retired executive officers of insurance
companies not under the control of any party to this Agreement. Each
party shall submit its case to the arbitrators within thirty (30) days
of the appointment of the third arbitrator. The arbitration shall be
held in Minneapolis, Minnesota at the times agreed upon by the
arbitrators. The decision in writing of any two arbitrators, when filed
with the parties hereto shall be final and binding on both parties.
Judgment may be entered upon the final decision of the arbitrators in
any court having jurisdiction. Each party shall bear the expense of its
own arbitrator and shall jointly and equally bear with the other party
the expense of the third arbitrator and of the arbitration.

12
<PAGE>

8. GENERAL PROVISIONS

(a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement
shall not be effective until approved by Insurer and General
Distributor. Insurer and General Distributor reserve the right to amend
this Agreement at any time, and the submission of an application by
either Broker Dealer or Agency after notice of any such amendment has
been sent shall constitute Broker Dealer's or Agency's, as applicable,
agreement to any such amendment. No additions, amendments or
modifications of this Agreement or any waiver of any provision will be
valid unless approved, in writing, by one of Insurer's duly authorized
officers. In addition, no approved waiver of any default, or failure of
performance by Broker Dealer or Agency will affect Insurer's or General
Distributor's rights with respect to any later default or failure of
performance.

(c) ASSIGNMENTS. Neither Broker Dealer nor Agency will assign or
transfer, either wholly or partially, this Agreement or any of the
benefits accrued or to accrue under it, without the written prior
consent of a duly authorized officer of the Insurer and General
Distributor.

(d) SERVICE OF PROCESS. If Broker Dealer or Agency receives or is
served with any notice or other paper concerning any legal action
against Insurer or General Distributor, Broker Dealer or Agency agrees
to notify Insurer immediately (in any event not later than the first
business day after receipt) by telephone and transmit any papers that
are served or received by facsimile to (612) 342-7531 and by overnight
mail to Insurer's Office of General Counsel.

(f) GOVERNING LAW. It is agreed by the parties to this Agreement that
the Agreement and all of its provisions will be governed by the laws of
the State of Minnesota.

13
<PAGE>

(g) LIMITATIONS. No party other than Insurer shall have the authority
on behalf of Insurer to make, alter, or discharge any policy, contract,
or certificate issued by insurer, to waive any forfeiture or to grant,
permit, nor extend the time for making any payments nor to guarantee
earnings or rates, nor to alter the forms which Insurer may prescribe
or substitute other forms in place of those prescribed by Insurer, nor
to enter into any proceeding in a court of law or before a regulatory
agency in the name of or on behalf of Insurer, nor to open any bank
account in the full legal name of Insurer, any derivation thereof or
any tradename thereof.

9. TERRITORY

Broker Dealer's territory is limited geographically to those
jurisdictions in which the Variable Contracts may lawfully be offered,
provided that Broker Dealer's right to solicit sales of and to sell the
Variable Contracts in such jurisdictions is not exclusive.

Agency's territory is limited geographically to those
jurisdictions in which the Traditional Life Insurance policies may be
lawfully be offered, provided that Agency's and Broker-Dealer's right
to solicit sales of and to sell the Traditional Life Insurance Policies
in such territory is not exclusive.

10. EFFECTIVE DATE

This Agreement shall be effective ________________, 199__.

<PAGE>

IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 199__.

INSURER:

RELIASTAR LIFE INSURANCE COMPANY

By: _____________________________

Title: _____________________________

GENERAL DISTRIBUTOR:

WASHINGTON SQUARE SECURITIES, INC.

By: _____________________________

Title: _____________________________

BROKER DEALER:

______________________________________

By: _____________________________

Title: _____________________________

AGENCY:

______________________________________

By: _____________________________

Title: _____________________________

<PAGE>
"C"

BROKER DEALER AGENCY
SELLING AGREEMENT
FOR VARIABLE CONTRACTS

This Agreement is made among the following three parties:

1. RELIASTAR LIFE INSURANCE COMPANY
20 Washington Avenue South
Minneapolis, Minnesota 55401-1900
a Minnesota domiciled stock life insurance company
(hereinafter "INSURER"); and,

3. ______________________________

______________________________
Street
______________________________
City State ZIP
registered as a broker-dealer with the SEC and a member of the
NASD and licensed as an insurance agency (hereinafter
"BROKER-DEALER").

RECITALS:

Whereas, Broker-Dealer is licensed as an insurance agency in order to
satisfy state insurance law requirements with respect to the sale of variable
insurance products which are registered securities with the SEC.

Whereas, the parties wish to enter into an agreement for the
distribution of Variable Contracts by Broker-Dealer; and

<PAGE>

Whereas, Insurer and General Distributor propose to have Broker-
Dealer's registered representatives who are licensed as life insurance/variable
contract agents in appropriate jurisdictions ("Representatives") solicit and
sell Variable Contracts and,

NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties now agree as follows:

1. VARIABLE CONTRACTS

In this Agreement, the words "Variable Contract" shall mean
those variable life insurance policies and variable annuity contracts
identified in Section 1 of the Compensation Schedule attached hereto,
and as may hereafter be amended.

2. AGENCY APPOINTMENT

On the effective date, Insurer and General Distributor appoint Broker
Dealer and Broker Dealer accepts the appointment to solicit sales of
and to sell Variable Contracts, pursuant to the terms of this
Agreement.

2
<PAGE>

3. DUTIES OF BROKER DEALER

(b) REPRESENTATIVES INSURANCE COMPLIANCE. Broker Dealer, prior to
allowing its Representatives to solicit for sales or sell the Variable
Contracts, shall require such representatives to be validly insurance
licensed, registered and appointed by Insurer as a variable
contract/life insurance agent in accordance with the jurisdictional
requirements of the place where the solicitations and sales take place
as well as the solicited person's or entity's place of residence.

Broker Dealer shall assist Insurer in the appointment of
Representatives under the applicable insurance laws to sell Variable
Contracts. Broker Dealer shall fulfill all Insurer requirements in
conjunction with the submission of licensing/appointment papers for all
applicants as insurance agents of Insurer. All such
licensing/appointment papers shall be submitted to Insurer or its
designee by Broker Dealer. Notwithstanding such submission, Insurer
shall have sole discretion to appoint, refuse to appoint, discontinue,
or terminate the appointment of any Representative as an insurance
agent of Insurer.

3
<PAGE>

(d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a
Representative fails or refuses to submit to supervision of Broker
Dealer or otherwise fails to meet the rules and standards imposed by
Broker Dealer on its Representatives, Broker Dealer shall advise
General Distributor of this fact and shall immediately notify such
Representative that he or she is no longer authorized to sell the
Variable Contracts and Broker Dealer shall take whatever additional
action may be necessary to terminate the sales activities of such
Representative relating to such contracts and policies.

4
<PAGE>

5
<PAGE>

and shall be covered by a blanket fidelity bond, including coverage for
larceny and embezzlement, issued by a reputable bonding company. This
bond shall be maintained by Broker Dealer at Broker Dealer's expense.
Such bond shall be, at least, of the form, type and amount required
under the NASD Rules of Fair Practice. Insurer may require evidence,
satisfactory to it, that such coverage is in force and Broker Dealer
shall give prompt written notice to Insurer of any notice of
cancellation or change of coverage.

4. COMPENSATION

(a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor,
shall pay a dealer concession to Broker Dealer on all sales of Variable
Contracts through its Representatives, in accordance with the form of
the Compensation Schedule attached hereto, which is in effect when
purchase payment on such Variable Contracts are received by Insurer.
Dealer concessions will be paid as a percentage of premiums received in
cash or other legal tender and accepted by Insurer on applications
obtained by Broker Dealer's Representatives unless otherwise indicated
in Compensation Schedule A. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due Insurer hereunder.

(b) COMMISSION STATEMENTS. Broker Dealer will be provided with copies
of its Representatives' commission statements together with Broker
Dealer's own commission statement for each commission payment period in
which commissions are payable. Broker Dealer agrees that, except as to
clerical errors and material undisclosed facts, if any, such statements
constitutes a complete and accurate statement of the commission account
unless written notice is provided to Insurer within 120 days after the
date of the statement, which notice specifically sets forth the
objections or exceptions thereto.

6
<PAGE>

(d) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to
reject any and all applications and collections submitted, to
discontinue writing any form of policy, to take possession of and
cancel any policy and return the premium or any part of it, and to make
any compromise settlement in respect of a policy. Broker Dealer will
not be entitled to receive or retain any compensation on premiums or
parts of premiums Insurer does not receive and retain because of such
rejection, discontinuance, cancellation, or compromise settlement. If
compensation has been paid to which Broker Dealer is not entitled, any
amount credited will be charged back, and if the account balance is
insufficient to cover the credited amount, Broker Dealer as applicable
agrees to promptly repay the credited amount.

5. TERMINATION

6. ARBITRATION

7
<PAGE>

third arbitrator. The arbitration shall be held in Minneapolis,
Minnesota at the times agreed upon by the arbitrators. The decision in
writing of any two arbitrators, when filed with the parties hereto
shall be final and binding on both parties. Judgment may be entered
upon the final decision of the arbitrators in any court having
jurisdiction. Each party shall bear the expense of its own arbitrator
and shall jointly and equally bear with the other party the expense of
the third arbitrator and of the arbitration.

7. GENERAL PROVISIONS

(a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement
shall not be effective until approved by Insurer and General
Distributor. Insurer and General Distributor reserve the right to amend
this Agreement at any time, and the submission of an application for
the purchase of a Variable Contract by Broker Dealer after notice of
any such amendment has been sent shall constitute Broker Dealer's
agreement to any such amendment. No additions, amendments or
modifications of this Agreement or any waiver of any provision will be
valid unless approved, in writing, by one of Insurer's duly authorized
officers. In addition, no approved waiver of any default, or failure of
performance by Broker Dealer will affect Insurer's or General
Distributor's rights with respect to any later default or failure of
performance.

(b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not
create the relationship of employer and employee between the parties to
this Agreement. Insurer and General Distributor are independent
contractors with respect to Broker Dealer and its Representatives.

8
<PAGE>

(f) GOVERNING LAW. It is agreed by the parties to this Agreement that
the Agreement and all of its provisions will be governed by the laws of
the State of Minnesota.

8. TERRITORY

9. EFFECTIVE DATE

This Agreement shall be effective ________________, 199__.

<PAGE>

IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 199__.

INSURER:

RELIASTAR LIFE INSURANCE COMPANY

By: _____________________________

Title: _____________________________

GENERAL DISTRIBUTOR:

WASHINGTON SQUARE SECURITIES, INC.

By: _____________________________

Title: _____________________________

BROKER DEALER:

______________________________________

By: _____________________________

Title: _____________________________

<PAGE>
"D"

BROKER DEALER AGENCY
SELLING AGREEMENT
FOR VARIABLE CONTRACTS

This Agreement is made among the following four parties:

1. RELIASTAR LIFE INSURANCE COMPANY
20 Washington Avenue South
Minneapolis, Minnesota 55401-1900
a Minnesota domiciled stock life insurance company
(hereinafter "INSURER"); and,

3. ______________________________

______________________________
Street
______________________________
City State ZIP
registered as a broker-dealer with the SEC and a member
of the NASD (hereinafter "BROKER-DEALER"); and,

4. ______________________________

______________________________
Street
______________________________
City State ZIP
an affiliate of Broker-Dealer and a licensed insurance agency
(hereinafter "AGENCY").

<PAGE>

RECITALS:

Whereas, the parties wish to enter into an agreement for the
distribution of Variable Contracts by Broker-Dealer and Agency; and

NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties now agree as follows:

1. VARIABLE CONTRACTS

In this Agreement, The words "Variable Contract" shall mean
those variable life insurance policies and variable annuity contracts
identified in Section 1 of the Compensation Schedule attached hereto,
and as may hereafter be amended.

2
<PAGE>

Insurer may issue and propose additional or successor
products, in which event Broker Dealer will be informed of the product
and its related Commission Schedule. If Broker Dealer does not agree to
distribute such product (s), it must notify Insurer in writing within
30 days of receipt of the Commission Schedule for such product(s). If
Broker Dealer does not indicate disapproval of the new product(s) or
the terms contained in the related Commission Schedule, Broker Dealer
will be deemed to have thereby agreed to distribute such product(s) and
agreed to the related Commission Schedule which shall be attached to
and made a part of this Agreement.

2. AGENCY APPOINTMENTS

On the effective date, Insurer and General Distributor appoint Broker
Dealer and its affiliated Agency and Broker Dealer and Agency accept
the appointment to solicit sales of and to sell Variable Contracts
only, pursuant to the terms of this Agreement.

3. DUTIES OF BROKER DEALER

3
<PAGE>

requirements of the place where the solicitations and sales take place
as well as the solicited person's or entity's place of residence.

Broker Dealer and Agency shall assist Insurer in the
appointment of Representatives under the applicable insurance laws to
sell the Variable Contracts. Broker Dealer shall fulfill all Insurer
requirements in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of
Insurer. All such licensing/appointment papers shall be submitted to
Insurer or its designee by Broker Dealer. Notwithstanding such
submission, Insurer shall have sole discretion to appoint, refuse to
appoint, discontinue, or terminate the appointment of any
Representative as an insurance agent of Insurer.

(d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a
Representative fails or refuses to submit to supervision of Broker
Dealer or otherwise fails to meet the rules and standards imposed by
Broker Dealer on its Representatives, Broker Dealer shall advise
General Distributor of this fact and shall immediately notify such
Representative that he or she is no longer authorized to sell the
Variable Contracts and Broker Dealer shall take whatever additional
action may be necessary to terminate the sales activities of such
Representative relating to the Variable Contracts.

NO SALES PROMOTION MATERIALS OR ANY ADVERTISING RELATING TO
THE VARIABLE CONTRACTS, INCLUDING WITHOUT LIMITATION GENERIC
ADVERTISING MATERIAL WHICH DOES NOT REFER TO INSURER BY NAME, SHALL BE
USED BY BROKER DEALER OR AGENCY UNLESS THE SPECIFIC ITEM HAS BEEN
APPROVED IN WRITING BY GENERAL DISTRIBUTOR PRIOR TO SUCH USE.

4
<PAGE>

In addition, neither Broker Dealer nor Agency shall print,
publish or distribute any advertisement, circular or any document
relating to Insurer unless such advertisement, circular or document
shall have been approved in writing by Insurer prior to such use.

Broker Dealer and Agency agree to hold harmless and indemnify
Insurer and General Distributor against any and all claims, liabilities
and expenses which Insurer or General Distributor may incur from
liabilities arising out of or based upon any alleged or untrue
statement other than statements contained in the registration
statement, prospectus or approved sales material of any Variable
Contract.

In accordance with the requirements of the laws of the several
states, Broker Dealer and Agency shall maintain complete records
indicating the manner and extent of distribution of any such
solicitation material, shall make such records and files available to
staff of Insurer or its designated agent in field inspections and shall
make such material available to personnel of state insurance
departments, the NASD or other regulatory agencies, including the SEC,
which have regulatory authority over Insurer or General Distributor.
Broker Dealer and Agency, jointly and severally hold Insurer, General
Distributor and their affiliates harmless from any liability arising
from the use of any material which either (a) has not been specifically
approved in writing, or (b) although previously approved, has been
disapproved, in writing, for further use.

5
<PAGE>

money orders in payment on any such Variable Contract shall be drawn
to the order of "ReliaStar Life Insurance Company." All applications
are subject to acceptance or rejection by Insurer at its sole
discretion. All records or information obtained hereunder by Broker
Dealer shall not be disclosed or used except as expressly authorized
herein, and Broker Dealer will keep such records and information
confidential, to be disclosed only as authorized or if expressly
required by federal or state regulatory authorities.

(i) FIDELITY BOND. Broker Dealer represents that all directors,
officers, employees and Representatives of Broker Dealer who are
licensed pursuant to this Agreement as Insurer's agents for state
insurance law purposes or who have access to funds of Insurer,
including but not limited to funds submitted with applications for the
Variable Contracts or funds being returned to owners, are and shall be
covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained by Broker Dealer at Broker Dealer's expense. Such bond shall
be, at least, of the form, type and amount required under the NASD
Rules of Fair Practice. Insurer may require evidence, satisfactory to
it, that such coverage is in force and Broker Dealer shall give prompt
written notice to Insurer of any notice of cancellation or change of
coverage.

6
<PAGE>

4. COMPENSATION

(a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor,
shall pay a dealer concession to Broker Dealer on all sales of Variable
Contracts through such Representatives, in accordance with the form of
the Compensation Schedule attached hereto, which is in effect when
purchase payment on such Variable Contracts are received by Insurer.
Dealer concessions will be paid as a percentage of premiums received in
cash or other legal tender and accepted by Insurer on applications
obtained by Broker Dealer's Representatives unless otherwise indicated
in Compensation Schedule A. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due Insurer hereunder.

Insurer will pay all such Compensation to and in the name of
Broker Dealer or its affiliated Agency. Broker Dealer agrees to hold
Insurer and General Distributor harmless from all claims of its
Representatives for compensation in respect of such Representative's
sales of Variable Contracts.

(b) COMMISSION STATEMENTS. Broker Dealer will be provided with copies
of its Representatives' commission statements together with Broker
Dealer's own commission statements for each commission payment period
in which commissions are payable. Broker Dealer agrees that, except as
to clerical errors and material undisclosed facts, if any, such
statements constitutes a complete and accurate statement of the
commission account unless written notice is provided to Insurer within
120 days after the date of the statement, which notice specifically
sets forth the objections or exceptions thereto.

7
<PAGE>

credited will be charged back, and if the account balance is
insufficient to cover the credited amount, Broker Dealer as applicable
agrees to promptly repay the credited amount.

5. TERMINATION

This Agreement may be terminated, without cause, by any party upon
thirty (30) days prior written notice; and may be terminated, for
failure to perform satisfactorily or other cause, by any party
immediately; and shall be terminated if Broker Dealer ceases to be
registered as a broker dealer under the Securities Exchange Act of 1934
and a member of the NASD or, if Agency ceases to maintain its insurance
agent license(s) in good standing in the jurisdictions in which it
conducts business.

6. ARBITRATION

8
<PAGE>

7. GENERAL PROVISIONS

(a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement
shall not be effective until approved by Insurer and General
Distributor. Insurer and General Distributor reserve the right to amend
this Agreement at any time, and the submission of an application for
the purchase of a Variable Contract by either Broker Dealer or Agency
after notice of any such amendment has been sent shall constitute
Broker Dealer's or Agency's, as applicable, agreement to any such
amendment. No additions, amendments or modifications of this Agreement
or any waiver of any provision will be valid unless approved, in
writing, by one of Insurer's duly authorized officers. In addition, no
approved waiver of any default, or failure of performance by Broker
Dealer or Agency will affect Insurer's or General Distributor's rights
with respect to any later default or failure of performance.

(b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not
create the relationship of employer and employee between the
parties to this Agreement. Insurer and General Distributor are
independent contractors with respect to Broker Dealer, its
Representatives, Agency and its Agents.

(f) GOVERNING LAW. It is agreed by the parties to this Agreement that
the Agreement and all of its provisions will be governed by the laws of
the State of Minnesota.

9
<PAGE>

8. TERRITORY

9. EFFECTIVE DATE

This Agreement shall be effective ________________, 199__.

<PAGE>

IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 199__.

INSURER:

RELIASTAR LIFE INSURANCE COMPANY

By: _____________________________

Title: _____________________________

GENERAL DISTRIBUTOR:

WASHINGTON SQUARE SECURITIES, INC.

By: _____________________________

Title: _____________________________

BROKER DEALER:

______________________________________

By: _____________________________

Title: _____________________________

AGENCY:

_______________________________________

By: ______________________________

Title: ______________________________

11
<PAGE>
AGENCY
SELLING AGREEMENT

This Agreement is made between:

1. RELIASTAR LIFE INSURANCE COMPANY
20 Washington Avenue South
Minneapolis, Minnesota 55401-1900
A MINNESOTA DOMICILED STOCK LIFE INSURANCE COMPANY
(hereinafter "INSURER"); and,

2. ---------------------------------------

---------------------------------------
STREET

---------------------------------------
CITY, STATE ZIP
A LICENSED INSURANCE AGENCY (hereinafter "AGENCY").

IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS HEREINAFTER
SET FORTH, THE PARTIES NOW AGREE AS FOLLOWS:

1. DEFINITIONS

In this Agreement, the words "Traditional Life Insurance
Policy" shall mean those life insurance policies and annuity contracts
identified in the attached Compensation Schedule and as may hereafter
be amended.

Insurer may in its sole discretion and without notice to
Agency, suspend sales of any Traditional Life Insurance Policies or
amend any policies or contracts evidencing such Traditional Life
Insurance Policies if, in Insurer's opinion, such suspension or
amendment is: (1) necessary for compliance with federal, state, or
local laws, regulations, or administrative order(s); or, (2) necessary
to prevent administrative or financial hardship to Insurer. In all
other situations, Insurer shall provide 30 days notice to Agency prior
to suspending sales of any Traditional Life Insurance Policies or
amending any policies or contracts evidencing such Traditional Life
Insurance Policies.

1
<PAGE>

Insurer may issue and propose additional or successor
products, in which event Agency will be informed of the product and its
related Compensation Schedule. If Agency does not agree to distribute
such product(s), it must notify Insurer in writing within 30 days of
receipt of the Compensation Schedule for such product(s). If Agency
does not indicate disapproval of the new product(s) or the terms
contained in the related Compensation Schedule, Agency will be deemed
to have thereby agreed to distribute such product(s) and agreed to the
related Compensation Schedule which shall be attached to and made a
part of this Agreement.

2. AGENCY APPOINTMENT

On the effective date, Insurer appoints Agency, and Agency accepts the
appointment to solicit sales of and to sell Traditional Life Insurance
Policies pursuant to the terms of this Agreement.

3. DUTIES OF AGENCY

(a) SUPERVISION OF AGENTS AND REPRESENTATIVES. Agency shall have full
responsibility for the training and supervision of all Agents who are
engaged directly or indirectly in the offer or sale of Traditional Life
Insurance Policies. Agency will cause the Agents to be trained in the
sale of Traditional Life Insurance Policies, will cause such Agents to
qualify under applicable state insurance laws to engage in the sale of
life insurance before such Agents engage in the solicitation of
applications for Traditional Life Insurance Policies; and will cause
such Agents to limit solicitation of applications for Traditional Life
Insurance Policies to jurisdictions where Insurer has authorized such
solicitation. Agency shall cause such Agents' qualifications to be
certified to the satisfaction of Insurer and shall notify Insurer if
any Agent ceases to be an employee of Agency or ceases to maintain the
proper licensing required for the sale of Traditional Life Insurance
Policies. All parties shall be liable for their own negligence and
misconduct under this paragraph.

(b) AGENT INSURANCE COMPLIANCE. Agency, prior to allowing Agents to
solicit for sales or sell Traditional Life Insurance Policies, shall
require such agents to be validly insurance licensed, registered and
appointed by Insurer as a life insurance agent in accordance with the
jurisdictional requirements of the place where the solicitations and
sales take place as well as the solicited person's or entity's place of
residence.

Agency shall assist Insurer in the appointment of Agents under
the applicable insurance laws to sell Traditional Life Insurance
Policies.

2
<PAGE>

Agency shall fulfill all Insurer requirements in conjunction with the
submission of licensing/appointment papers for all applicants as
insurance agents of Insurer. All such licensing/appointment papers
shall be submitted to Insurer or its duly appointed agent by Agency.
Notwithstanding such submission, Insurer shall have sole discretion to
appoint, refuse to appoint, discontinue, or terminate the appointment
of any Agent as an insurance agent of Insurer.

3
<PAGE>

Checks or money orders in payment on any such Traditional Life
Insurance Policy shall be drawn to the order of "ReliaStar Life
Insurance Company." All applications are subject to acceptance or
rejection by Insurer at its sole discretion. All records or
information obtained hereunder by Agency shall not be disclosed or
used except as expressly authorized herein, and Agency will keep such
records and information confidential, to be disclosed only as
authorized or if expressly required by federal or state regulatory
authorities.

(f) POLICY DELIVERY. Insurer may, upon written request of Agency,
transmit Traditional Life Insurance Policies to Agency for delivery to
Policyowners. Agency hereby agrees to deliver all such Traditional Life
Insurance Policies to Policyowners within ten (10) days of their
receipt by Agency from Insurer. Agency agrees to indemnify and hold
harmless Insurer for any and all losses caused by Agency's failure to
perform the undertakings described in this paragraph. Agency hereby
authorizes Insurer to set off any amount it owes Insurer under this
paragraph against any and all amounts otherwise payable to Agency by
Insurer.

4. COMPENSATION

(a) TRADITIONAL LIFE INSURANCE POLICIES. Insurer shall pay commissions
to Agency on all sales of Traditional Life Insurance Policies through
Agents in accordance with the applicable Compensation Schedule attached
hereto, which is in effect when purchase payments on such Traditional
Life Insurance Policies are received by Insurer. Commissions will be
paid as a percentage of premiums received in cash or other legal tender
and accepted by insurer on applications submitted by Agency unless
otherwise indicated in the applicable Compensation Schedule. Upon
termination of this Agreement, all compensation payable hereunder shall
cease except as specified in the Compensation Schedule; however, Agency
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due Insurer hereunder.

Insurer will pay all such Compensation to and in the name of
Agency. Agency agrees to hold Insurer harmless from all claims Agents'
have for compensation in respect of Agents' sales of Traditional Life
Insurance Policies.

(b) COMMISSION STATEMENTS. Agency will be provided with copies of its
Agents' commission statements for each commission payment period in
which

4
<PAGE>

commissions are payable. Agency agrees that, except as to clerical
errors and material undisclosed facts, if any, such statements
constitutes a complete and accurate statement of the commission
account unless written notice is provided to Insurer within 120 days
after the date of the statement, which notice specifically sets forth
the objections or exceptions thereto.

Insurer reserves the right to change, amend, or cancel any
Compensation Schedule as to business produced after such change by
mailing notice of such change in the form of a new Compensation
Schedule to Agency. Such change shall be effective, unless otherwise
specified, ten (10) days after the notice is mailed.

(d) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to
reject any and all applications and collections submitted, to
discontinue writing any form of policy, to take possession of and
cancel any policy and return the premium or any part of it, and to make
any compromise settlement in respect of a policy. Agency will not be
entitled to receive or retain any compensation on premiums or parts of
premiums Insurer does not receive and retain because of such rejection,
discontinuance, cancellation, or compromise settlement. If compensation
has been paid to which Agency is not entitled, any amount credited will
be charged back, and if the account balance is insufficient to cover
the credited amount, Agency as applicable agrees to promptly repay the
credited amount.

(e) RIGHT OF OFFSET. Insurer may offset against any compensation due
Agency under this Agreement, or due Agency by separate agreement from
any affiliated company of ReliaStar Financial Corp., any amounts now
due or subsequently due from Agency to the Insurer, or any affiliated
company of ReliaStar Financial Corp. Any and all amounts due from
Agency shall be a first lien against the compensation due Agency under
this Agreement, prior to any assignment or other agreement Agency might
enter.

Agency shall repay all amounts advanced by Insurer and/or affiliated
company of ReliaStar Financial Corp. Insurer and/or any affiliated
company of ReliaStar Financial Corp. shall not be limited to its right
of offset but may at any time demand immediate repayment.

5. TERMINATION

5
<PAGE>

Agency ceases to maintain its insurance agent license(s) in good
standing in the jurisdictions in which it conducts business.

6. ARBITRATION

Any dispute, claim or controversy arising out of or in connection with
this Agreement shall be submitted to arbitration. Upon the written
request of any party, such dispute shall be submitted to three
arbitrators, one to be chosen by each party, and the third by the two
so chosen. If either party refuses or neglects to appoint an arbitrator
within thirty (30) days after the receipt of the written notice from
the other party requesting it to do so, the requesting party may
appoint two arbitrators. If the two arbitrators fail to agree in the
selection of a third arbitrator within thirty (30) days of their
appointment, each of them shall name two, of whom the other shall
decline one and the decision shall be made by drawing lots. All
arbitrators shall be active or retired executive officers of insurance
companies not under the control of any party to this Agreement. Each
party shall submit its case to the arbitrators within thirty (30) days
of the appointment of the third arbitrator. The arbitration shall be
held in Minneapolis, Minnesota at the times agreed upon by the
arbitrators. The decision in writing of any two arbitrators, when filed
with the parties hereto shall be final and binding on both parties.
Judgment may be entered upon the final decision of the arbitrators in
any court having jurisdiction. Each party shall bear the expense of its
own arbitrator and shall jointly and equally bear with the other party
the expense of the third arbitrator and of the arbitration.

7. GENERAL PROVISIONS

(a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement
shall not be effective until approved by Insurer. Insurer reserves the
right to amend this Agreement at any time, and the submission of an
application by Agency after notice of any such amendment has been sent
shall constitute Agency's agreement to any such amendment. No
additions, amendments or modifications of this Agreement or any waiver
of any provision will be valid unless approved, in writing, by one of
Insurer's duly authorized officers. In addition, no approved waiver of
any default, or failure of performance by Agency will affect Insurer's
rights with respect to any later default or failure of performance.

(b) INDEPENDENT CONTRACTOR RELATIONSHIP. This Agreement does not
create the relationship of employer and employee between the parties
to this Agreement. Agency and its Agents are independent contractors
with respect to Insurer.

6
<PAGE>

(c) ASSIGNMENTS. Agency shall not assign or transfer, either wholly or
partially, this Agreement or any of the benefits accrued or to accrue
under it, without the written prior consent of a duly authorized
officer of the Insurer.

(d) SERVICE OF PROCESS. If Agency receives or is served with any notice
or other paper concerning any legal action against Insurer, Agency
agrees to notify Insurer immediately (in any event not later than the
first business day after receipt) by telephone and transmit any papers
that are served or received by facsimile to (612) 342-7531 and by
overnight mail to Insurer's Office of General Counsel.

(f) GOVERNING LAW. It is agreed by the parties to this Agreement that
the Agreement and all of its provisions will be governed by the laws
of the State of Minnesota.

8. TERRITORY

Agency's territory is limited geographically to those
jurisdictions in which the Traditional Life Insurance policies may be
lawfully offered, provided that Agency's right to solicit sales of and
to sell the Traditional Life Insurance Policies in such territory is
not exclusive.

9. EFFECTIVE DATE

This Agreement shall be effective _____________, 1996.

IN WITNESS WHEREOF, we set our hands this ____ day of __________, 1996.

7
<PAGE>

INSURER:

RELIASTAR LIFE INSURANCE COMPANY

By: -------------------------------

Title: -------------------------------

AGENCY:
- ----------------------------------------

By: -------------------------------

Title: -------------------------------

<PAGE>

BROKER-DEALER AGENCY
COMPENSATION SCHEDULE FOR

RELIASTAR LIFE INSURANCE COMPANY ("RELIASTAR LIFE")

VARIABLE CONTRACTS

EFFECTIVE ________________

This Compensation Schedule shall be used to determine compensation payable to
the Broker-Dealer under the Broker-Dealer Agency Selling Agreement for Variable
Contracts through Broker-Dealer from the Effective Date of this Schedule until
it is suspended, cancelled, changed or replaced.

This Schedule is applicable to the following Variable Contracts:

1. RELIASTAR LIFE SELECT*ANNUITY III

Broker-Dealer shall be paid a total dealer concession according to the
following schedule:

ReliaStar Life has two commission schedules on Select*Annuity III.
Schedule A pays all commissions as a percentage of premiums paid.
Representatives may select on a policy by policy basis which commission
schedule they desire by marking on the application. If the
representative does not select an option, commissions will default to
Schedule A, full front end commissions.

Commission Schedule A:
<TABLE>
<CAPTION>

Total Cumulative* PREMIUM FROM Ages 0-75 Dealer Ages 76-85 Dealer
ISSUE CONCESSION CONCESSION
<S> <C> <C>
$ 0 - 4,999 4.0% 2.4%
$ 5,000 - 9,999 5.0% 3.0%
$10,000 + 5.5% 3.3%

Commission Schedule B:

Total Cumulative* PREMIUM FROM Ages 0-75 Dealer Ages 76-85 Dealer
ISSUE CONCESSION CONCESSION

$ 0 - 4,999 3.0% 1.4%
$ 5,000 - 9,999 4.0% 2.0%
$10,000 + 4.5% 2.3%

</TABLE>

<PAGE>

ANNUAL DEALER CONCESSION TRAIL (AS % OF
YEAR CONTRACT VALUE)**

1 .00%
2 - 6 .20%
7 + .40%

* First premium that brings Cumulative Premium into the next
tier will receive the next tier's rate. Commissions paid on
earlier premiums will not be adjusted.

** Trail commissions will be calculated quarterly (measured from
contract date) based on the contract value at the time. The
first calculation will take place at the end of the 15th
contract month. The trail commission will be paid for eligible
contracts at the end of each calendar quarter.

2. RELIASTAR LIFE SELECT*LIFE II

Broker-Dealer shall be paid a total dealer concession according to the
following schedule:

ISSUE AGES 0-65 ISSUE AGES 66-75

1st Year 90.00% 81.00%
Excess Premium 3.60% 3.60%
(1st Year)
Basic Renewal and 2.00% 2.00%
Lifetime Renewal
Commissions
Asset Based*** 0.25% 0.25%

3. RELIASTAR LIFE SELECT*LIFE III

Broker-Dealer shall be paid a total dealer concession according to the
following schedule:

ISSUE AGES 0-65 ISSUE AGES 66-75

1st Year 63.00% 54.00%
Excess Premium 4.50% 4.50%
(1st Year)
Basic Renewal and 2.50% 2.50%
Lifetime Renewal
Commissions
Asset Based*** 0.10% 0.10%

2
<PAGE>

*** Asset Based commissions, per policy, are based on the average
of the twelve monthly Accumulation Values measured at the end
of the Policy Month. The Asset Based Commissions are payable
at the end of each Policy Year when that average is greater
than or equal to $5,000.00. It will be paid concurrently with
the first pay period immediately following the Policy
Anniversary.

General Rules Pertaining to Variable Contracts

1. CHANGE OF DEALER AUTHORIZATION. No compensation of any kind shall be
payable in respect of Variable Contracts following Insurer's or
General Distributor's receipt of a change of dealer authorization
applicable to such Variable contract.

2. CHANGE IN REPRESENTATIVE'S STATUS. If a Representative ceases to be an
affiliated person of Broker-Dealer, all compensation in respect of
Variable Contracts written by such Representative shall continue to be
paid to Broker-Dealer (provided Broker-Dealer or another Representative
affiliated with Broker-Dealer holds the required state insurance
licenses and appointments) until the earlier of:

(1) The date of a change of dealer authorization form or other
customer account transfer form signed by the Variable Contract
Owner is filed with Insurer and General Distributor; or

(2) The date the written consent of Broker-Dealer to the block
transfer of all such Variable Contracts to another
broker-dealer with whom ReliaStar Life has a selling agreement
for Variable Contracts is filed with Insurer and General
Distributor.

3. EXCLUSIVE COMPENSATION. Broker-Dealer agrees that no compensation
of any kind other than as described herein is payable by Insurer or
General Distributor in respect of Broker-Dealer's sales of Variable
Contracts.

4. VESTING. First year commissions and Basic Renewal commissions in
respect of Select*Life Variable Contracts issued after the effective
date and prior to the termination date of Broker-Dealer's appointment
are vested in Broker-Dealer and will be paid to Broker-Dealer as and
when the related premium is received by the issuer and applied to the
Select*Life Variable Contract issued, and provided, however, that no
First Year commissions or Basic Renewal Commissions (Policy years 2
through 10), including those on cost of living or any other policy
increases, will be paid after Broker-Dealer's appointment has been
terminated for more than ten years.

3
<PAGE>

The Asset Based Commission in respect of a Select*Life Variable
Contract issued after the effective date and prior to the termination
date of Broker-Dealer's appointment is vested in Broker-Dealer for a
period of 120 months from the Policy Date and for a period of 120
months from the effective date of any commissionable increase in
coverage sold by Broker-Dealer's Registered Representatives. Asset
Based Commission, if payable, shall be calculated and paid in
accordance with Footnote (***) above. Asset Based Commissions are not
First Year Commissions, Basic Renewal Commissions, nor Lifetime Renewal
Commissions.

5. RENEWAL OVERWRITE COMMISSIONS. Renewal Overwrite Commission of 50% of
the Basic Renewal Commission or Lifetime Renewal Commission (renewals
paid after 10th policy year) on renewal life insurance premiums paid on
life insurance policies written by Broker-Dealer's Representatives,
will be paid when such aggregate premiums exceed $300,000 per your
contract year. Renewal overwrite will be paid only on policies with an
application signed date of January 1, 1994 and later.

6. REPLACEMENT BUSINESS. If any policy is issued to replace a policy
previously issued by Insurer or an affiliate, commissions will accrue
only if and to the extent that Insurer's established practices
provide for commissions on such replacements.

7. COMMISSIONS. Commissions shall accrue on Variable Contracts issued as
and when premiums are received by Insurer and applied as premiums due
or payable on such policies, except as Insurer's practices may
otherwise provide.

8. CHARGE-BACKS. In any case, where Insurer has credited a commission to
Broker-Dealer on the basis of a premium on a Variable Contract issued
and the premium is returned to the purchaser, Insurer will charge
back such commissions.

9. ADDITIONAL BENEFITS AND RIDERS. Commissions will be credited based on
premiums for additional benefits (for example, waiver of premium and
term riders) added at issue of a policy at the same rate as applied
to the base policy premium.

4
<PAGE>
BROKER-DEALER AGENCY
COMPENSATION SCHEDULE FOR
RELIASTAR LIFE INSURANCE COMPANY ("RELIASTAR LIFE")
TRADITIONAL LIFE INSURANCE POLICIES

EFFECTIVE ________________

This Compensation Schedule shall be used to determine compensation payable under
the Broker-Dealer Agency Selling Agreement for Variable Contracts through
Broker-Dealer from the Effective Date of this Schedule until it is suspended,
cancelled, changed or replaced.

TABLE OF COMMISSION RATES
<TABLE>
<CAPTION>

TOTAL TOTAL TOTAL LIFETIME
FIRST YEAR BASIC RENEWAL COMMISSION RENEWAL
COMMISSIONS POLICY YEAR COMMISSION

PRODUCT 1ST 2ND 3RD-5TH 6TH-10TH 11TH & LATER
<S> <C> <C> <C> <C> <C> <C>
A. LIFE INSURANCE
The Plan 3 90 (A) (B) 3 3 3 3
The Plan 4 72 (A) (B) 3 3 3 3
The Bonus Plan 90 (A) (B) 3 3 3 3
Direction Plus

Issue Ages 0-65 90 (A) (B) 3 3 3 3
Issue Ages 66-80 81 (A) (B) 3 3 3 3
Issue Ages 81-85 45 (A) (B) 3 3 3 3

Term Advantage 5 54(C) 3 3 2 2
Term Advantage 10 54(C) 3 3 2 2
Term Advantage 15 63(C) 3 3 2 2
LT-10 50,000- 72(C) 5 5 2 2
249,999
250,000+ 63(C) 5 5 2 2
YRT 250 63 5 5 2 2

B. ANNUITIES
Summit Assembly 6.3 (E) N/A N/A N/A N/A
Prism Annuity 4.5 (E) N/A N/A N/A N/A
Retirement Income 4.32 (E) N/A N/A N/A N/A
Annuity

</TABLE>

<PAGE>

FOOTNOTES:

A. First Year Commission on the Plan 3, the Plan 4, Direction Plus and the
Bonus Plan is the stated percentage of the minimum annual premium plus 3%
of the first year premium in excess of the minimum annual premium. In
addition, the stated percentage of the MINIMUM annual premium attributable
to any ------- increase in coverage will be paid to the Agent most recently
selling a commissionable change in the policy with respect to any increase
in coverage made later. An increase in coverage is any increase in face
amount requested by the policyholder or due to a cost of living increase,
or the addition of riders. For ages 66 and over the first Year COMMISSION
may be reduced if the total amount of premium ---------- received in the
first year exceeds $100,000.

B. Payment of the Total Basic Renewal Commission and/or the Total Lifetime
Renewal Commission on The Plan 3, The Plan 4, Direction Plus and Bonus Plan
is suspended upon an increase in coverage until the amount of the premium
payments made after the effective date of such an increase in coverage
exceeds the minimum annual premium attributable to such an increase in
coverage. An increase in coverage is any increase in face amount requested
by the policyholder or due to a cost of living increase, or the addition of
riders.

C. In the event the policyholder exercises the exchange of policy option in
accordance with the provisions of the LT-10 or Term Advantage (5,10, or 15)
policy, a new Total First Year, Total Basic Renewal and Total Lifetime
Renewal Commission will be paid in accordance with the Table beginning with
the effective date of the new LT-10 or Term Advantage (5,10, or 15) policy.

D. The Total First Year commission paid on the Summit Annuity is 6.3% of the
premium through age 75 and 3.24% for issue ages 76 through 85. The Total
First Year Commission paid on the Prism Annuity is 4.5% of premium through
age 75 and 2.34% for issue ages 76 through 85. The Total First Year
Commission paid on the Retirement Income Annuity is 4.32% of premium
through age 75 and 2.16% for issue ages 76 through 85.

II
GENERAL RULES PERTAINING TO TRADITIONAL LIFE COMMISSIONS

1. REPLACEMENT BUSINESS. If any policy is issued to replace a policy
previously issued by Insurer or an affiliate, commissions will accrue only
if and to the extent that Insurer's established practices provide for
commissions on such replacements.

2. COMMISSIONS. Commissions shall accrue on Contracts issued as and when
premiums are received by Insurer and applied as premiums due or payable on
such policies, except as Insurer's practices may otherwise provide.

2
<PAGE>

3. CHARGE-BACKS. In any case, where Insurer has credited a commission to
Agency on the basis of a premium on a Contract issued and the premium is
returned to the purchaser, Insurer will charge back such commissions.

4. ADDITIONAL BENEFITS AND RIDERS. Commissions will be credited based on
premiums for additional benefits (for example, waiver of premium and term
riders) added at issue of a policy at the same rate as applied to the base
policy premium.

5. COMMISSIONS PAYABLE ON SUBSTANDARD EXTRA PREMIUMS. Commission rates payable
on extra premiums on policies, other than The Plan 3, The Plan 4 and The
Bonus Plan, will be 40% of the commission percentage rate paid on the basic
policy premium. No commissions will be paid on any temporary extra
premiums.

6. VESTING. Upon termination of the Broker-Dealer Agency Selling Agreement,
Total First Year Commissions and Total Basic Renewal Commissions on
Contracts issued after the effective date of Broker-Dealer's Contract and
before the date of termination of Broker-Dealer's appointment will be
payable in accordance with the provisions of your Contract and provided,
however, that no Total First Year Agent's Commissions or Total Basic
Renewal Commissions, including those on cost of living or any other policy
increases, will be paid after appointment has been terminated for more than
ten years. Total Lifetime Renewal Commissions will not be payable after
termination.

7. TERM CONVERSION. Any policy issued as a conversion from an individual term
policy will accrue the same commissions as a regular new policy, unless
Insurer's written rules otherwise provide. Unless converted from a YRT-250
policy in its first five policy years, any Plan 4 policy issued as a
conversion will accrue commissions only on the increase in premium over the
converted individual term policy.

8. CHANGE OF DEALER AUTHORIZATION. No compensation of any kind shall be
payable in respect of Variable Contracts following Insurer's or General
Distributor's receipt of a change of dealer authorization applicable to
such Variable contract.

SURVIVORSHIP FLEXIBLE PREMIUM
VARIABLE LIFE
INSURANCE POLICY

- -------------------------------------------------
Variable and/or Fixed
Accumulation Values

Flexible Premiums Payable During
Lifetime of Surviving Joint Insured

Adjustable Face Amount

Death Benefit Guarantee

Death Benefit Options

Nonparticipating
- --------------------------------------------------

NOTICE

Right to Return Policy

Please read this policy carefully. If for any reason you don't want it, you may
return it for a refund of all premiums paid. You must return this policy to us
or your agent by midnight of the 10th day after you receive it.

We will then consider this policy void from the start and refund all premiums
you paid.

The Death Benefit is payable on the death of the Surviving Joint Insured. We
will pay the proceeds according to the Death Benefits portion of the Summary of
Benefits on page 3, if we receive written proof that the Surviving Joint Insured
died while this policy was in force. However, you must give us written proof of
the first death of a Joint Insured as soon as it occurs. This policy also
provides other benefits and rights. We issue this policy in consideration of the
application and payment of the initial premium.

THE AMOUNT OF THE PROCEEDS PAYABLE AT THE SURVIVING JOINT INSURED'S DEATH PRIOR
TO AGE 100 OF THE YOUNGER JOINT INSURED WILL BE AT LEAST EQUAL TO THE FACE
AMOUNT OF THE POLICY AS LONG AS THIS POLICY IS IN FORCE AND THERE IS NO LOAN
AMOUNT OR UNPAID MONTHLY DEDUCTIONS.

THE PERIOD OF TIME THIS LIFE INSURANCE STAYS IN FORCE WILL VARY DEPENDING ON THE
INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT, INTEREST CREDITED TO THE NET
PREMIUMS ALLOCATED TO FIXED ACCOUNT, THE AMOUNT OF PREMIUMS YOU PAY, ANY PARTIAL
WITHDRAWALS, LOANS, AND CHARGES MADE AGAINST THIS POLICY. IF YOU PAY PREMIUMS
SUFFICIENT TO MAINTAIN THE DEATH BENEFIT GUARANTEE, WE GUARANTEE THIS POLICY
WILL STAY IN FORCE DURING THE DEATH BENEFIT GUARANTEE PERIOD SHOWN ON THE POLICY
DATA PAGE.

THE VARIABLE ACCUMULATION VALUE WILL INCREASE OR DECREASE REFLECTING THE
INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT.

RELIASTAR RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office

Box 20 John H. Flittie President
Minneapolis /s/ John H. Flittie
Minnesota 55440

Susan M. Bergen Secretary
/s/ Susan M. Bergen

Page 1 85-230

<PAGE>

INDEX
PAGE
Accumulation Value 10
Age and Sex 25
Allocation of Premiums 8
Amendment 26
Annual Statement 26
Beneficiary 18
Cash Surrender Value 15
Cash Value 15
Changes in Face Amount 6
Changes in Death Benefit Option 7
Claims 27
Contract 3
Control of Policy 18
Conversion Right 25
Death Benefit 5
Definitions 3
Death Benefit Guarantee 9
Fixed Accumulation Value 10
General Provisions 23
Grace Period 9
Incontestability 25
Insureds 1
Monthly Deduction 12
Net Premium 7
Nonforfeiture Provision 14
Ownership 18
Partial Withdrawal 15
Payment of Proceeds 24
Policy Data Page A
Policy Loans 16
Premiums 7
Reinstatement 9
Right to Return Policy 1
Settlement Options 19
Suicide 25
Summary of Benefits 3
Termination 25
Total Surrender 15
Transfers 14
Variable Accumulation Value 11
Voting of Mutual Fund Shares 23

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

Page 2 5215
<PAGE>

POLICY DATA PAGE DATE PRINTED
POLICY NUMBER: S9-999-999 JANUARY 1, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
POLICY INFORMATION OWNER John Doe
POLICY DATE January 1, 1997
ISSUE DATE January 1, 1997
EFFECTIVE DATE January 1, 1997
MATURITY DATE January 1, 2062
JOINT INSURED James Doe
SEX, ISSUE AGE Male, 35
PREMIUM CLASS Preferred No Tobacco
JOINT INSURED Jane Doe
SEX, ISSUE AGE Female, 35
PREMIUM CLASS Preferred No Tobacco
- -------------------------------- -------------------------------------------- -------------------------------------
DEATH BENEFITS INITIAL FACE AMOUNT $250,000
CURRENT FACE AMOUNT $250,000
MINIMUM FACE AMOUNT $250,000
DEATH BENEFIT OPTION Level Amount Option (A)
CORRIDOR PERCENTAGE TABLE
ATTAINED AGE CORRIDOR PERCENT
0-40 250%
45 215
50 185
55 150
60 130
65 120
70 115
75-90 105
95-100 100
- -------------------------------- -------------------------------------------- -------------------------------------
PREMIUMS INITIAL PREMIUM $1,000.00
PLANNED PREMIUM
AMOUNT $1,000.00
FREQUENCY Annual
DEATH BENEFIT GUARANTEE PERIOD 30 Years
MINIMUM MONTHLY PREMIUM $1,000.00
PREMIUM ALLOCATION
Fixed Account 20%
Fidelity High Income Portfolio 20%
Fidelity Equity-Income Portfolio 20%
Fidelity Overseas Portfolio 20%
Fidelity Money Market Portfolio 20%

Form Numbers: 85-230 85-219 85-220 85-221 85-222 85-223 85-224 85-225 85-227 85-228
85-229 85-231 85-232 85-230
85-223 85-234 85-235 85-287 85-240 85-241 85-285 85-286

<S> <C> <C>
FIXED ACCOUNT INTEREST MINIMUM ANNUAL INTEREST RATE 4.00%
RATES LOAN INTEREST RATE 7.40% payable in advance
PREFERRED LOAN INTEREST RATE 5.21% payable in advance
DEDUCTIONS AND PREMIUM EXPENSE CHARGE
CHARGES PERCENT PREMIUM CHARGE 6.25%
MAXIMUM PREMIUM $2.00
PROCESSING CHARGE
MONTHLY EXPENSE CHARGE
MAXIMUM MONTHLY $12.00 per month
ADMINISTRATIVE CHARGE
DEATH BENEFIT GUARANTEE CHARGE $7.50 per month
TERM 30 Years
MONTHLY POLICY CHARGE None
MONTHLY AMOUNT CHARGE None
MAXIMUM MORTALITY AND 0.90%
EXPENSE RISK CHARGE
TABLE OF SURRENDER CHARGES
0 $1,000.00
1 $1,000.00 6 $1,000.00 11 $800.00
2 $1,000.00 7 $1,000.00 12 $600.00
3 $1,000.00 8 $1,000.00 13 $400.00
4 $1,000.00 9 $1,000.00 14 $200.00
5 $1,000.00 10 $1,000.00 15 $0.00

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

NONFORFEITURE ITEMS CSO TABLES
1980 COMMISSIONER'S STANDARD ORDINARY MORTALITY TABLE FOR NONSMOKERS,
AGE LAST BIRTHDAY
1980 COMMISSIONER'S STANDARD ORDINARY MORTALITY TABLE FOR SMOKERS, AGE LAST
BIRTHDAY
NONFORFEITURE INTEREST RATE 4.00%
PERCENT OF PARTIAL WITHDRAWAL 0% in policy year 1;
20% per policy year in policy years
2-15;
100% thereafter
</TABLE>
IMPORTANT NOTICE: IT IS POSSIBLE THAT COVERAGE
WILL EXPIRE PRIOR TO THE MATURITY AGE WHERE
EITHER NO PREMIUMS ARE PAID FOLLOWING THE
INITIAL PREMIUM, OR SUBSEQUENT PREMIUMS ARE
INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.

OPTIONAL BENEFITS
<S> <C> <C>
Policy Split Rider Rider Issue Date January 1, 1997
Four Year Term Rider Rider Effective Date January 1, 1997
Rider Issue Date January 1, 1997
Rider Expiry Date January 1, 2001
FTR Face Amount $250,000
Cost of Insurance Rate See FTR Table of Monthly Guaranteed COI
Rates
Monthly Amount Charge None
Death Benefit Guarantee
Extension Rider (to age 100) Rider Effective Date January 1, 1997
Rider Issue Date January 1, 1997
Rider Expiry Date January 1, 2062
Extended Death Benefit Guarantee Period 65 years
Extended Death Benefit Guarantee $3,000.00
Monthly Premium
Cost of Insurance $2.50 per month in policy years 51-65
Death Benefit Guarantee
Extension Rider (to age 85) Rider Effective Date January 1, 1997
Rider Issue Date January 1, 1997
Rider Expiry Date January 1, 2047
Extended Death Benefit Guarantee Period 50 years
Extended Death Benefit Guarantee $2,000.00
Monthly Premium
Cost of Insurance $2.50 per month in policy years 31-50
SURVIVORSHIP TERM RIDER Rider Effective Date January 1, 1997
Rider Issue Date January 1, 1997
Rider Expiry Date January 1, 2062
STR Face Amount $250,000
Cost of Insurance Rate See STR Table of Monthly Guaranteed COI
Rates
Monthly Amount Charge None
FIRST TO DIE TERM RIDER Rider Effective Date January 1, 1997
Rider Issue Date January 1, 1997
Rider Expiry Date January 1, 2062
FDR Face Amount $250,000
Cost of Insurance Rate See FDR Table of Monthly Guaranteed
COI Rates
Monthly Amount Charge None

</TABLE>

<PAGE>

SUMMARY OF BENEFITS

LIVING BENEFITS

While any Joint Insured is alive, subject to this policy's provisions, you may:

1.
Change the amount and frequency of your premium payments;

2.
Change the allocation of your premiums;

3.
Make transfers between accounts;

4.
Surrender this policy for its Cash Surrender Value;

5.
Make a Partial Withdrawal;

6.
Take a Policy Loan;

7.
Assign this policy as collateral;

8.
Change the beneficiary;

9.
Transfer ownership; and

10.
Exercise any other rights this policy provides.

While both Joint Insureds are alive, subject to this policy's provisions, you
may:

1.
Change the Face Amount; and

2.
Change the Death Benefit Option.

DEATH BENEFITS

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

Plus any additional amounts provided;

Plus a refund of any policy loan interest we have charged but not earned;

Minus any Loan Amount; and

Minus any unpaid Monthly Deductions.

The Death Benefit Option in effect is shown on the Policy Data Page. All values
are determined as of the Valuation Date or next following the date of the
Surviving Joint Insured's death. The Death Benefit after the younger Joint
Insured reaches age 100 is the Accumulation Value.

THE CONTRACT

This policy is a legal contract. Read your policy carefully! You rely on us to
provide its benefits; we rely on you to pay its premiums. The entire contract is
this policy and all applications, Policy Data Pages, riders, and amendments
attached at time of issue or agreed upon later.

Unless fraudulent, all statements made by or on behalf of anyone covered by this
policy are representations and not warranties. No statement can be used to
cancel this policy or can be used in our defense if we refuse to pay a claim,
unless it is found in an application, rider, or amendment.

CHANGES

Policy changes must be in writing and signed by our President or Secretary, or
one of our Vice Presidents or Assistant Secretaries. No agent or any other
person may alter or change the terms and conditions of this policy.

GENERAL DEFINITIONS

IN FORCE

The policy is in effect.

JOINT INSUREDS

The persons upon whose lives this policy is issued. The Policy Data Page lists
the Joint Insureds.

SURVIVING JOINT INSURED

The Joint Insured who remains alive after the other Joint Insured dies.

PROCEEDS

The amount we pay when the Surviving Joint Insured dies or when this policy is
surrendered.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

85-219 3

<PAGE>

GENERAL DEFINITIONS
(CONTINUED)

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office.
The form and content of the request or notice must be acceptable to us.

YOU, YOUR

The owner of this policy, as shown on the Policy Data Page, unless changed as
allowed in this policy. The Joint Insureds own this policy as joint tenants with
right of survivorship, unless another owner is named. During the life time of
the Joint Insureds, we reserve the right to require both Joint Insured's to sign
any request to exercise rights under this policy.

POLICY DEFINITIONS

ACCUMULATION UNIT

A unit of measure used to determine the Variable Accumulation Value.

ACCUMULATION VALUE

The total amount that this policy provides for investment at any time. The
Accumulation Value is the total of the Fixed Accumulation Value and the Variable
Accumulation Value.

CASH VALUE

The Accumulation Value minus any Surrender Charge.

CASH SURRENDER VALUE

The amount payable to you if you surrender this policy. It is the Cash Value
minus any Loan Amount and unpaid Monthly Deductions.

THE CODE

The Internal Revenue Code of 1986, as amended.

FACE AMOUNT

The minimum Death Benefit payable as long as this policy is in force. The
Initial Face Amount is shown on the Policy Data Page. You may change the Face
Amount as described in this policy.

FIXED ACCOUNT

All our assets other than those allocated to the Variable Account or any other
separate account. We have complete ownership and control of the assets in the
Fixed Account.

LOAN AMOUNT

The sum of all unpaid policy loans including preferred loans.

MONTHLY ANNIVERSARY

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

POLICY DATE

The Policy Date is shown on the Policy Data Page. We use the Policy Date to
determine policy years, policy months, Monthly Anniversaries, and policy
anniversaries.

5213 4

<PAGE>
POLICY DEFINITIONS
(CONTINUED)

SUB-ACCOUNT

A subdivision of the Variable Account. Each Sub-account invests exclusively in
the shares of one of the mutual funds.

VALUATION DATE

The close of business each day that the New York Stock Exchange is open for
trading and valuations have not been suspended by the Securities and Exchange
Commission. A Valuation Date may be any other day on which there is sufficient
trading in the mutual funds' portfolio to materially affect the Accumulation
Unit Value in the corresponding Sub-account.

VALUATION PERIOD

The period of time between a Valuation Date and the next Valuation Date.

VARIABLE ACCOUNT

Select*Life Variable Account, a separate investment account of ours. The
Variable Account is used only to receive and invest Net Premiums paid under our
variable life insurance policies. The assets of the Variable Account will be
valued on each Valuation Date. We have complete ownership and control of the
assets in the Variable Account.

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

The Variable Account is treated as a unit investment trust under federal
securities laws. It is registered with the Securities and Exchange Commission
according to the Investment Company Act of 1940. It was established under the
State of Minnesota's insurance laws. Any change in the investment policy of the
Variable Account must be approved by the Department of Commerce of the State of
Minnesota according to the approval process on file with the State.

DEATH BENEFIT

This policy has two Death Benefit Options.

Option A (Level Amount Option) - The Death Benefit prior to Age 100 of the
younger Joint Insured is the greater of:

1.
The Face Amount; or

2.
The Accumulation Value multiplied by the Corridor Percentage, as shown on the
Policy Data Page, according to the younger Joint Insured's attained age.

OPTION B (VARIABLE AMOUNT OPTION) - The Death Benefit prior to Age 100 of the
younger Joint Insured is the greater of:

1.
The Face Amount plus the Accumulation Value; or

2.
The Accumulation Value multiplied by the Corridor Percentage, as shown on the
Policy Data Page, according to the younger Joint Insured's attained age.

85-220 5

<PAGE>

REQUESTED CHANGES IN FACE AMOUNT

After the second policy year, you may request an increase or decrease in your
Face Amount by notifying us in writing. Changes in Death Benefit Option also
change the Face Amount. (See Changes in Death Benefit Option.)

INCREASES

Increases in Face Amount must be at least $5,000. You cannot increase the Face
Amount after any Joint Insured's age 75.

We may require written proof that each Joint Insured is still insurable before
making an increase. An approved increase goes into effect on the Monthly
Anniversary on or next following the date of the approval. At least two years
must lapse between increases.

An increase is subject to a free look period during which you have the right to
request us to cancel the increase and receive a refund. The request must be made
by midnight of the 10th day after you receive the new Policy Data Page for the
increase.

If you cancel an increase during this period, we will refund all additional
premiums you paid with increase, or if none, we will restore the Accumulation
Value by refunding the amount of any deductions and charges associated with the
increase.

DECREASES

You cannot decrease the Face Amount below the Minimum Face Amount shown on the
Policy Data Page. If, following a requested decrease in Face Amount, this Policy
would no longer qualify as life insurance under federal tax law, we will limit
the decrease to an amount that would maintain that qualification.

Changes go into effect on the Monthly Anniversary on or next following the date
we receive your request. At least six months must lapse between decreases.

For the purpose of determining the cost of insurance when more than one Premium
Class applies to the current Face Amount, the Face Amount will be reduced in the
following order:

1.
The Face Amount provided by the most recent increase;

2.
The next most recent increases successively; and

3.
The Initial Face Amount.

5214 6

<PAGE>

REQUESTED CHANGES IN FACE AMOUNT
(CONTINUED)

EFFECT OF REQUESTED CHANGES IN FACE AMOUNT

A change in Face Amount will affect the Monthly Deduction because the cost of
insurance and the Monthly Expense Charge are based on the Face Amount. The cost
of certain rider benefits may also be affected.

If the Death Benefit Guarantee is in effect, we will calculate a new Minimum
Monthly Premium for the Death Benefit Guarantee from the effective date of the
change in Face Amount. Additional premium payments may be required to maintain
the Death Benefit Guarantee. A decrease in Face Amount will reduce the Minimum
Monthly Premium. We will send you a new Policy Data Page with the new Minimum
Monthly Premium.

An increase in Face Amount will increase Surrender Charges. We will send you a
new Policy Data Page showing the amount and duration of the new Surrender
Charges. Decreases in Face Amount do not reduce the Surrender Charge.

CHANGES IN DEATH BENEFIT OPTION

After the second policy year and at least two years after any increase in Face
Amount, you may request in writing to change the Death Benefit Option once each
policy year. We may require evidence of insurability on each Joint Insured for
this change. A change in Death Benefit Option will also change the Face Amount.
If you change from Option A (Level Amount Option) to Option B (Variable Amount
Option), the Face Amount is decreased by an amount equal to the Accumulation
Value on the effective date of the change. The change is effective on the
Monthly Anniversary on or next following the date we receive your request. You
cannot change the Death Benefit Option if the resulting Face Amount would fall
below the Minimum Face Amount shown on the Policy Data Page.

If you change from Option B (Variable Amount Option) to Option A (Level Amount
Option), the Face Amount is increased by an amount equal to the Accumulation
Value on the effective date of the change. The change is effective on the
Monthly Anniversary on or next following the date we receive your request.

A change in Face Amount due to a change in Death Benefit Option will affect the
Monthly Deduction because the cost of insurance and the Monthly Expense Charge
depend on the Face Amount. The cost of certain rider benefits may also be
affected.

The Surrender Charges will not be affected by a change in the Death Benefit
Option.

PREMIUMS

There is no insurance under this policy until the initial premium is paid. The
initial premium is shown on the Policy Data Page. All premiums are payable in
advance of the period to which they apply.

NET PREMIUM

When you pay a premium, we deduct the Premium Expense Charge. The Premium
Expense Charge is equal to 1 plus 2 (1 + 2), where:

1.
Is the Percent Premium Charge shown on the Policy Data Page; and

2.
Is the Premium Processing Charge. The Premium Processing Charge is subject to
change, but will not exceed the Maximum Premium Processing Charge shown on the
Policy Data Page.

The amount remaining after we have deducted the Premium Expense Charge from a
premium is the Net Premium. The Net Premium is credited to the Fixed Account and
the Sub-accounts of the Variable Account according to your allocation.

The portion of the Net Premium allocated to the Fixed Account earns interest as
described in the Fixed Accumulation Value provision of the policy.

The portion of the Net Premium allocated to a Sub-account is invested at net
asset value in shares of a specified mutual fund. As of the Policy Date, the
mutual funds in which the Sub-accounts invest are listed on the Policy Data
Page. A Sub-account may be added later or deleted according to the "Substitution
of Mutual Fund Shares" provision of this policy.

85-221 7

<PAGE>

PREMIUMS
(CONTINUED)

ALLOCATION OF PREMIUMS

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

AMOUNT AND TIMING OF PREMIUM PAYMENTS

The amount and frequency of premium payments will affect the Accumulation Value,
the Cash Surrender Value, and how long the life insurance provided by this
policy will remain in force.

After the initial premium you may determine the amount and timing of premium
payments, within the following restrictions:

1.
We may require proof which satisfies us that each Joint Insured is still
insurable if any premium, planned or unscheduled, would increase the difference
between the Death Benefit and the Accumulation Value;

2.
We reserve the right to refuse to accept any premium which would disqualify your
policy for favorable tax treatment under the Code. If premiums paid exceed the
maximum permitted under the Code, we will return the excess premiums with
interest to you within 60 days after the end of the policy year. However, you
have the right to pay the premium required to keep this policy in force to the
end of the policy year; and

3.
We may refuse to accept any premium less than $25.

You may pay premiums by sending them to the address shown below. Please include
your policy number. The current address for payment is:

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

Upon request, we will send you a receipt signed by one of our officers.

PLANNED PERIODIC PREMIUMS

You may pay planned periodic premiums annually, semi-annually, quarterly, or, if
you choose, we can also deduct planned periodic premiums from your bank account
monthly. We will notify you of your planned periodic premium at least once a
year.

The amount and frequency of the initial planned periodic premiums are shown on
the Policy Data Page. You may change the frequency and amount of planned
periodic premiums by notifying us in writing of the change. We reserve the right
to limit the amount of any increase.

We may send you periodic premium notices depending on the frequency and method
of premium payment you have chosen.

UNSCHEDULED ADDITIONAL PREMIUMS

Premiums, other than planned periodic premiums, may be paid at any time. We may
limit the number and amount of these additional payments. (See "Amount and
Timing of Premium Payments" above.)

5216 8

<PAGE>

DEATH BENEFIT GUARANTEE

The Death Benefit Guarantee Period is shown on the Policy Data Page and begins
on the Policy Date. The Death Benefit Guarantee is in effect during the Death
Benefit Guarantee Period if, on each Monthly Anniversary since the Policy Date,
1 is equal to or greater than 2, where:

1.
Is the sum of all premiums paid minus any partial withdrawals and any Loan
Amount; and

2.
Is the sum of Minimum Monthly Premiums since the Policy Date, including the
Minimum Monthly Premium for the current Monthly Anniversary.

If the Death Benefit Guarantee is in effect, we guarantee that we will not lapse
your policy, even if the Cash Surrender Value is not sufficient to pay the
Monthly Deduction that is due. Although we determine each month whether or not
you have made sufficient premium payments to maintain the Death Benefit
Guarantee, you do not have to pay premiums monthly.

EXAMPLE: The Policy Date is January 1, 1997. The Minimum Monthly Premium is $100
per month. No partial withdrawals, loans, or changes in Face Amount occur.

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

Case 2. You pay $1000 on January 1, 1997. The $1,000 will maintain the Death
Benefit Guarantee without your paying any additional premiums for the next 10
months (through October 31, 1997). However, you must pay at least $100 by
November 1, 1997 to maintain the Death Benefit Guarantee.

If, on any Monthly Anniversary you have not made sufficient premium payments to
maintain the Death Benefit Guarantee, we will send you notice of the required
payment. If we do not receive the required payment within 61 days following the
date we mail you written notice, the Death Benefit Guarantee is no longer in
effect and cannot be reinstated.

POLICY CHANGES AFFECTING THE MINIMUM MONTHLY PREMIUM

The Minimum Monthly Premium may be affected by requested changes in Face Amount,
changes in the Death Benefit Option, and may also be changed when a rider is
added or terminated. The new Minimum Monthly Premium will be shown on a new
Policy Data Page and applies from the date of the change.

GRACE PERIOD AND POLICY LAPSE

If the Death Benefit Guarantee is not in effect, the policy will lapse only if,
on any Monthly Anniversary, the Cash Surrender Value is less than the Monthly
Deduction due.

We will only lapse this policy at the end of a 61-day grace period if sufficient
payment is not received. The grace period begins on the date we send you written
notice of the required payment.

If the Surviving Joint Insured dies during the grace period, we deduct any Loan
Amount and any unpaid Monthly Deductions from the proceeds.

If the Death Benefit Guarantee is in effect, we will not lapse the policy.

REINSTATEMENT

Reinstatement means putting a lapsed policy back in force. You may reinstate
this policy by written request any time within five years after it has lapsed,
as long as it has not been surrendered for its Cash Surrender Value.

To reinstate this policy and any riders:

1.
You must submit proof which satisfies us that each Joint Insured or Surviving
Joint Insured, is still insurable. You must also submit due proof that any Joint
Insured not living when you apply for reinstatement and the Joint Insured died
while the policy was in force.

2.
You must pay a premium large enough to keep the policy and any riders in force
for at least two months.

This policy will be reinstated only as of a Monthly Anniversary. If you have met
the above conditions, and the Surviving Joint Insured dies before the Monthly
Anniversary on which the policy would be reinstated, we will pay the Death
Benefit as of that Monthly Anniversary.

The Accumulation Value on the date of reinstatement will be the amount provided
by the Net Premium paid to reinstate this policy. Subsequent Accumulation Values
will be calculated as shown in the Accumulation Value provision of this policy.
The Surrender Charges will also be reinstated.

The Death Benefit Guarantee cannot be reinstated.

85-222 9

<PAGE>

ACCUMULATION VALUE

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

FIXED ACCUMULATION VALUE

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

After the Policy Date, the Fixed Accumulation Value is calculated as 1 + 2 + 3 +
4 - 5 - 6, where:

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

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

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

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

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

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.

INTEREST RATE ON THE FIXED ACCUMULATION VALUE

The interest rate applied in the calculation of the Fixed Accumulation Value
will not be less than the Minimum Annual Interest Rate shown on the Policy Data
Page. This rate is an effective annual interest rate compounded yearly. Interest
in excess of the Minimum Annual Interest Rate may be applied in the calculation
of your Fixed Accumulation Value in a manner which our Board of Directors
determines.

The interest rate applied to any portion of the Accumulation Value which
represents the Loan Amount may be less than the interest rate applied to the
rest of the Accumulation Value, but not less than the Minimum Annual Interest
Rate. Interest credited on the loaned Accumulation Value is credited annually on
the Policy Anniversary to the Fixed Account and the Variable Account according
to your premium allocation.

5217 10

<PAGE>

ACCUMULATION VALUE
(CONTINUED)

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, (1 x 2), where:

1.
Is your current number of Accumulation Units; and

2.
Is the current Unit Value.

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

EXAMPLE:

You have 100 Accumulation Units in Sub-account XXX, 50 in Sub-account YYY, and 0
in Sub-account ZZZ. The Unit Values are: Sub-account XXX is 10.00, Sub-account
YYY is 12.00, and Sub-account ZZZ is 9.00. The number of Units multiplied by the
Unit Value equals the value of each Sub-account as illustrated below:

NUMBER UNIT
SUB-ACCOUNT OF UNITS VALUE VALUES
- ----------- -------- ----- ------
XXX 100.000 10.00 $1,000.00
YYY 50.000 12.00 600.00
ZZZ 0.000 9.00 0.00
Total Variable Accumulation Value $1,600.00

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:

1.
Net Premiums are credited to that Sub-account; or

2.
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:

1.
You take out a Policy Loan from that Sub-account;

2.
You take a partial withdrawal from that Sub-account;

3.
We take a portion of the Monthly Deduction from that Sub-account; or

4.
Transfers are made from that Sub-account to the Fixed Account or other
Sub-accounts.

EXAMPLE:

You have 100 units in Sub-account XXX. The Unit Value is 10.00. You request a
partial withdrawal of $250. The number of units for the partial withdrawal is
$250 divided by 10.00 or 25 units. We decrease the number of Accumulation Units
by the number of units for the partial withdrawal. After the partial withdrawal,
Sub-account XXX has 100 - 25, or 75 Accumulation Units.

UNIT VALUE

The Unit Value for a Sub-account on any Valuation Date is equal to the previous
Unit Value multiplied by the Net Investment Factor for that Sub-account for the
Valuation Period ending on that Valuation Date. The Unit Value was initially set
at 10.00 when the Sub-account first purchased mutual fund shares.

EXAMPLE:

The Unit Value for October 1 for Sub-account XXX is 20.00. After the close of
the Stock Market on October 2, the Net Investment Factor is calculated as 1.01
for that day. The Unit Value increases to 20.00 x 1.01, or $20.20. If you had
100 Accumulation Units in Sub-account XXX, their value would increase from
$2,000 on October 1 to $2,020 on October 2.

85-233 11
<PAGE>

ACCUMULATION VALUE
(CONTINUED)

NET INVESTMENT FACTOR

The Net Investment Factor is a number that reflects charges to this policy and
the investment performance during a Valuation Period of the mutual fund in which
a Sub-account is invested. If the Net Investment Factor is greater than one, the
Unit Value is increased. If the Net Investment Factor is less than one, the Unit
Value is decreased. The Net Investment Factor for a Sub-account is determined by
dividing 1 by 2, ( 1/2 ), where:

1.
Is the result of:

a.
The net asset value per share of the mutual fund shares in which the Sub-account
invests, determined at the end of the current Valuation Period;

b.
Plus the per share amount of any dividend or capital gain distributions made on
the mutual fund shares in which the Sub-account invests during the current
Valuation Period; and

c.
Plus or minus a per share charge or credit for any taxes reserved for which we
determine to have resulted from the investment operations of the Sub-account and
to be applicable to this policy.

Is the result of:

a.
The net asset value per share of the mutual fund shares held in the Sub-account,
determined at the end of the last prior Valuation Period; and

b.
Plus or minus a per share charge or credit for any taxes reserved for the last
prior Valuation Period on account of the investment operations of the
Sub-account applicable to this policy.

MONTHLY DEDUCTION

The Monthly Deduction is a charge made monthly against the Accumulation Value.
The Monthly Deduction for a policy month will be calculated as 1, plus 2, plus
3, plus 4, plus 5, (1 + 2 + 3 + 4 + 5), where:

1.
Is the cost of any rider benefits, other than any Waiver of Monthly Deduction
rider, for the policy month;

2.
Is the cost of insurance for this policy for the policy month;

3.
Is the Monthly Mortality and Expense Risk Charge for the policy month;

4.
Is the Monthly Expense Charge for the policy month; and

5.
Is the cost of any Waiver of Monthly Deduction rider for the policy month.

The Monthly Deduction is taken from the Fixed Accumulation Value and the
Variable Accumulation Value on a proportionate basis as of each Monthly
Anniversary. For the purpose of determining the proportion of the deduction, the
Fixed Accumulation Value is reduced by the Loan Amount.

We deduct the portion of the Monthly Deduction from each Sub-account of the
Variable Account by an automatic surrender of Accumulation Units. We make the
deduction based on each Sub-account's proportionate percentage of the
Accumulation Value.

EXAMPLE:

Your Fixed Accumulation Value is $5,000. Your Variable Accumulation Value is
$6,000 with Sub-account XXX = $2,000 and Sub-account YYY = $4,000. Your Loan
Amount is $1,000. The Monthly Deduction is $100.

For the purpose of determining the proportions we subtract the $1,000 Loan
Amount from the Fixed Accumulation Value, and then we add the Variable
Accumulation Value. ($5,000 - $1,000) + $6,000, or $10,000.

5218 12

<PAGE>

MONTHLY DEDUCTION (CONTINUED)

The proportionate percentages of the Monthly Deduction are calculated as
follows:

$4,000 divided by $10,000 = 40% from the Fixed Accumulation Value.

$6,000 divided by $10,000 = 60% from the Variable Accumulation Value distributed
as follows:
$2,000 divided by $10,000 = 20% from Sub-account XXX
$4,000 divided by $10,000 = 40% from Sub-account YYY.

The $100 Monthly Deduction will be distributed as follows:

40% x $100, or $40, will be taken from the Fixed Account.
20% x $100, or $20, will be taken from Sub-account XXX.
40% x $100, or $40, will be taken from Sub-account YYY.

MONTHLY MORTALITY AND EXPENSE RISK CHARGE

The Monthly Mortality and Expense Risk Charge for a policy month will be
calculated as 1 multiplied by 2, ( 1 x 2 ), where:

1.
Is the Mortality and Expense Risk Charge, which will not exceed the Maximum
Mortality and Expense Risk Charge shown on the Policy Data Page, divided by 12;
and

2.
Is the Variable Accumulation Value on the Valuation Date immediately before the
Monthly Anniversary Date plus any net premium received on the Monthly
Anniversary Date less partial withdrawals on the Monthly Anniversary Date.

The Monthly Mortality and Expense Risk Charge pays us for assuming the mortality
and expense risks under this policy.

MONTHLY EXPENSE CHARGE

The Monthly Expense Charge for a policy month will be calculated as 1, plus 2,
plus 3, plus 4, (1 + 2 + 3 + 4), where:

1.
Is the Monthly Administrative Charge. The Monthly Administrative Charge is
subject to change, but will not exceed the Maximum Monthly Administrative Charge
shown on the Policy Data Page;
2.
Is the Death Benefit Guarantee Charge and the Term shown on the Policy Data
Page;
3.
Is the Monthly Policy Charge. This charge and the Term during which it is
applied are shown on the Policy Data Page; and
4.
Is the Monthly Amount Charge. This charge is equal to the Monthly Amount Charge
per $1,000, as shown on the Policy Data Page, multiplied by the Face Amount
divided by $1,000. This charge applies to the Initial Face Amount and any
increases in Face Amount during the Term shown on the Policy Data Page. The Term
applies to the Initial Face Amount from the Policy Date and to any increases in
Face Amount from the Effective Date of that increase. Any change in Face Amount
due solely to a change of Death Benefit Option does not affect the charge.

COST OF INSURANCE

We determine the cost of insurance on a monthly basis. The cost of insurance for
a policy month is calculated as 1 multiplied by the result of 2 minus 3, [1 x (2
- - 3)], where:

1.
Is the cost of insurance rate as described in the Cost of Insurance Rates
provision of this policy;
2.
Is the Death Benefit at the beginning of the policy month, divided by 1.004074;
and
3.
Is the Accumulation Value immediately before the Monthly Deduction minus the
cost for any rider benefits other than the Waiver of Monthly Deduction rider,
for the policy month.

The cost of insurance is determined separately for the Initial Face Amount and
any increases made later. If the Premium Class for the Initial Face Amount is
different from that of an increase, the Accumulation Value used in 3 above will
first be considered a part of the Initial Face Amount. If the Accumulation Value
on the Monthly Anniversary exceeds the Initial Face Amount, it will be
considered to be part of any increase in the Face Amount in order of the
increases.

85-224 13
<PAGE>

MONTHLY DEDUCTION
(CONTINUED)

COST OF INSURANCE RATES

The monthly cost of insurance rate for this policy is based on each Joint
Insured's sex, issue age, and premium class as shown on the Policy Data Page,
and the policy year. If your Death Benefit is a percentage of the Accumulation
Value as described under the definition of "Death Benefit" in Level Amount
Option, item 2, or Variable Amount Option, item 2, the premium rate class with
the most recent effective date will apply. Issue age means age last birthday on
the effective date of the coverage. We will determine monthly cost of insurance
rates based upon expectations as to future cost factors. Any change in cost of
insurance rates will apply to all in the same insurance class whose policies
have been in force for the same period of time.

The cost of insurance rates can never be greater than those shown in the Table
of Monthly Guaranteed Cost of Insurance Rates. This table is based on the
Commissioners Standard Ordinary Mortality (CSO) Table shown on the Policy Data
Page.

BASIS OF COMPUTATIONS

Minimum cash values are based on the Commissioners Standard Ordinary Mortality
(CSO) Table and the Nonforfeiture Interest Rate as shown on the Policy Data
Page. Where required, a detailed statement of the method of computation of cash
values under this policy has been filed with the insurance department of the
state in which this policy was delivered. Cash values under this policy are not
less than the minimums required by the state in which this policy was delivered.

NONFORFEITURE PROVISION

CONTINUATION OF INSURANCE (EXTENDED INSURANCE)

Even if you do not make additional premium payments, your insurance coverage
under this policy, and any benefits provided by rider, will stay in force as
long as the Cash Surrender Value is large enough to cover the Monthly Deduction.
If the Cash Surrender Value is less than the Monthly Deduction due, we will use
the Cash Surrender Value to continue the insurance during the grace period.

TRANSFERS

You may request in writing the transfer of all or part of your Accumulation
Value between the Fixed Account and the Sub-accounts of the Variable Account. We
only allow four transfers in a policy year. We consider all transfers received
in the same request and made on the same Valuation Date as one transfer. We make
a transfer on the first Valuation Date after we receive your written request.

We may make a charge for each transfer, but the charge may not exceed $25.00.
All transfers are also subject to any charges and conditions imposed by the
mutual fund whose shares are involved.

TRANSFERS FROM THE FIXED ACCOUNT

To transfer all or part of your Fixed Accumulation Value, you must meet the
following conditions:

1.
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;

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

3.
No more than 50% of the Fixed Accumulation Value (minus any Loan Amount) may be
transferred unless the balance, after the transfer, would be less than $1,000.
If the balance would fall below $1,000, the full Fixed Accumulation Value (minus
any Loan Amount) may be transferred; and

You must transfer at least;

a.
$500; or

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

5219 14

<PAGE>

TRANSFERS
(CONTINUED)

TRANSFERS FROM A SUB-ACCOUNT

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

CASH VALUE, CASH SURRENDER VALUE, TOTAL SURRENDER, AND PARTIAL WITHDRAWAL
BENEFITS

CASH VALUE

The Cash Value of this policy is the Accumulation Value minus any Surrender
Charge.

The Cash Value is never less than zero.

CASH SURRENDER VALUE

The Cash Surrender Value of this policy is the Cash Value minus the Loan Amount
and any unpaid Monthly Deductions.

SURRENDER CHARGE

We make a Surrender Charge if you surrender this policy or it lapses. The amount
and duration of this charge is shown on the Policy Data Page.

Additional Surrender Charges will apply to any approved increase in Face Amount.
We will send you written notice of the amount and duration of the additional
Surrender Charge.

If Surrender Charges are shown on an annual basis, they grade uniformly by
policy month between the consecutive years shown.

Any increases or decreases in Face Amount resulting from changes in the Death
Benefit Option, and any requested decreases in Face Amount, do not affect the
Surrender Charges.

TOTAL SURRENDER

You may surrender this policy for its Cash Surrender Value by sending us a
written request.

PARTIAL WITHDRAWAL

After the first policy year, you may withdraw part of your Cash Surrender Value
by sending us a written request. The amount of any partial withdrawal must be at
least equal to $500.00. The maximum partial withdrawal equals the Cash Surrender
Value multiplied by the Percent of Partial Withdrawal shown on the Policy Data
Page. Only one partial withdrawal is allowed in any policy year. We may make a
charge for each partial withdrawal, but the charge will not exceed $25.00.

Unless you specify, we make partial withdrawals from the Fixed Accumulation
Value and the Variable Accumulation Value on a proportionate basis. For the
purpose of calculating the proportion, the Loan Amount is subtracted from the
Fixed Accumulation Value. (See Monthly Deduction for an example of how we
calculate this proportion.) We make partial withdrawals from a Sub-account by
the automatic surrender of Accumulation Units.

85-225 15

<PAGE>

CASH VALUE, CASH SURRENDER VALUE, TOTAL SURRENDER, AND PARTIAL WITHDRAWAL
BENEFITS (CONTINUED)

THE EFFECT OF PARTIAL WITHDRAWALS

The Accumulation Value will be reduced by the amount of any partial withdrawal.
The Death Benefit will also be reduced by the amount of the withdrawal, or, if
the Death Benefit is based on the Corridor Percentage of Accumulation Value, by
an amount equal to the Corridor Percentage times the amount of the withdrawal.

The Face Amount will be reduced by the amount of the partial withdrawal if
Option A (Level Amount Option) is in effect. We do not allow a withdrawal if the
Face Amount after a partial withdrawal would be less than the Minimum Face
Amount shown on the Policy Data Page. If more than one Premium Class applies to
the current Face Amount, for the purpose of determining the cost of insurance,
the Face Amount will be reduced in the following order:

1.
The Face Amount provided by the most recent increase;

2.
The next most recent increases successively; and

3.
The Initial Face Amount.

If Death Benefit Option B (Variable Amount Option) is in effect, a partial
withdrawal does not affect the Face Amount.

A partial withdrawal may cause the Death Benefit Guarantee to terminate. The
amount of the partial withdrawal is deducted from the total premium paid in
calculating whether sufficient premiums have been paid to maintain the Death
Benefit Guarantee.

POLICY LOANS

After the first policy year, if this policy has a Loan Value, you may take out a
loan from us by written request. We use this policy as security for the loan.
Each loan must be at least $500.

We will not lend you more than the Loan Value. The Loan Value is 1, minus 2, (1
- - 2), where:

1.
Is 75% of the Cash Value; and

2.
Is the existing Loan Amount.

When we make a policy loan, the amount of the policy loan will be segregated
within the Fixed Accumulation Value of your policy as security for the loan.
Unless you specify, amounts held as security for the loan will come from the
Fixed Accumulation Value and the Variable Accumulation Value on a proportionate
basis. For the purpose of determining the proportion, we subtract any existing
Loan Amount from the Fixed Accumulation Value. (See Monthly Deduction for an
example of how we calculate this proportion.) Amounts equal to the portion of
the policy loans coming from the Sub-accounts of the Variable Account are
transferred to the Fixed Account, reducing the Variable Accumulation Value.
These transfers are not treated as transfers for the purpose of the transfer
charge or the limit on the number of transfers in a policy year.

5221 16

<PAGE>

POLICY LOANS (CONTINUED)

EFFECT OF THE POLICY LOANS

If not repaid, we deduct any unpaid policy loans before paying the proceeds. If,
at any time, the Loan Amount exceeds the Cash Value, the grace period goes into
effect and we may lapse this policy. A loan may cause the Death Benefit
Guarantee to terminate. The Loan Amount is deducted from the total premiums paid
in calculating whether you have paid premiums sufficient to maintain the Death
Benefit Guarantee.

LOAN INTEREST

We charge interest on the Loan Amount at the Loan Interest Rate shown on the
Policy Data Page, unless we charge a lower rate. After the tenth policy year, we
charge interest at the Preferred Loan Interest Rate shown on the Policy Data
Page on the portion of your Loan Amount that is not greater than the result of
1, minus 2, plus 3, ( 1 - 2 + 3 ), where:

1.
Is the Accumulation Value;

2.
Is the sum of all premiums paid; and

3.
Is the sum of all partial withdrawals.

This result is called the Preferred Loan Amount.

The Preferred Loan Amount is calculated on the date of any loan and on each
policy anniversary thereafter. Policy loan repayments received will be applied
first to reduce the portion of your policy loan that is not the Preferred Loan
Amount, and then to reduce the Preferred Loan Amount.

On the date of any policy loan, interest is due in advance for the remainder of
the policy year. On each policy anniversary thereafter, interest is due in
advance for the next full policy year. Any unpaid interest is added to the Loan
Amount, and we charge interest on it.

REPAYMENT

You may repay all or part of any policy loan during any Joint Insured's
lifetime. If not repaid during the Surviving Joint Insured's lifetime, we deduct
the Loan Amount from the proceeds. We generally consider any payments we
receive, planned or unscheduled, as premium payments. Therefore, when you make a
payment on a policy loan, to avoid a Premium Expense Charge, you must tell us
that you are making a loan payment. We reserve the right to consider any payment
we receive as a loan repayment at our discretion.

Loan repayments reduce the Loan Amount. We will transfer from the Fixed Account
to each Sub-account of the Variable Account, 1 multplied by 2, ( 1 x 2 ), where:

1.
Is the amount of the loan repayment; and

2.
Is the current proportion used to allocate premiums to that Sub-account.

These transfers are not treated as transfers for the purpose of the transfer
charge or the limit on the number of transfers in a policy year.

DELAY OF PAYMENT ON SURRENDER, PARTIAL WITHDRAWALS AND LOANS

The amount surrendered, withdrawn, or loaned will normally be paid to you within
seven days of:

1.
Receipt of your written request; and

2.
Receipt of your policy, if required.

We may delay making the payment when we are not able to determine the Variable
Accumulation Value because:

1.
The New York Stock Exchange is closed for trading; or

2.
The Securities and Exchange Commission determines that a state of emergency
exists.

85-227 17

<PAGE>

DELAY OF PAYMENT ON SURRENDER, PARTIAL WITHDRAWALS AND LOANS
(CONTINUED)

We have the right to delay making a surrender, partial withdrawal, or loan from
the Fixed Account for up to six months from the date we receive your request. If
we delay payment for 30 days or more, we pay interest at an effective annual
rate of 3-1/2% from the date of the surrender, partial withdrawal, or loan
request to the date of payment.

BENEFICIARY

The beneficiary is named to receive the proceeds to be paid at the Surviving
Joint Insured's death. You may name one or more beneficiaries on the
application. Later, you may name, add, or change beneficiaries by written
request as described below. You may also choose to name a beneficiary whom you
cannot change without his or her consent. This is an irrevocable beneficiary.

NAMING, ADDING, OR CHANGING BENEFICIARIES

You can name, add, or change beneficiaries by written request if all of these
are true:

1.
This policy is in force;

2.
The Surviving Joint Insured is alive; and

3.
We have the written consent of all irrevocable beneficiaries.

A change will take effect as of the date it is signed but will not affect any
payment we make or action we take before receiving your request.

PAYING PROCEEDS

We pay death proceeds in the following order:

1.
Collateral assignees, if any, have first priority;

2.
The beneficiary, if any, receives any proceeds that remain. If there is more
than one beneficiary, each receives an equal share, unless you have requested
another method in writing. To receive proceeds, a beneficiary must be living on
the 10th day after the Surviving Joint Insured's death; then

3.
If there are no beneficiaries, you receive any proceeds that remain.

CONTROL OF POLICY

OWNERSHIP

As owner, you have the rights and duties outlined in this policy. However, we
need the written consent of all irrevocable beneficiaries and collateral
assignees, if you wish to:

1.
Surrender this policy or make a partial withdrawal;

2.
Take out a policy loan;

3.
Change the owner;

4.
Name or change a contingent owner;

5.
Add or delete a term insurance rider;

6.
Change the Face Amount; or

7.
Change the Death Benefit Option.

5222 18

<PAGE>

CONTROL OF POLICY (CONTINUED)

We need the written consent of all irrevocable beneficiaries, if you wish to:

1.
Change a beneficiary;

2.
Choose or change a Settlement Option; or

3.
Assign this policy or any of its benefits as collateral.

Your rights, as outlined in this policy, end at the Surviving Joint Insured's
death.

COLLATERAL ASSIGNMENT

You may assign the benefits of this policy as collateral for a debt. This limits
your rights to the Cash Surrender Value and the beneficiary's rights to the
proceeds. A collateral assignment does not change the owner. A collateral
assignee does not have ownership rights.

An assignment is not binding on us until we receive written notice of it. We
assume no responsibility as to the validity of any assignment. When we pay
proceeds, we may rely on what the collateral assignee states as the debt due.

CHANGING OWNERSHIP

You can change the owner of this policy by sending us a written request. This is
called an "absolute assignment." You transfer all your rights and duties as
owner to a new owner. The new owner can then make any change the policy allows.

You can also name a contingent owner who will own this policy at your death. You
may name, change, or withdraw a contingent owner by sending us a written
request.

An absolute assignment or contingent owner request:

1.
Does not change the coverage or the beneficiary;

2.
Applies only if we receive your request;

3.
Takes effect from the date signed;

4.
Does not affect any payment we make or action we take before receiving your
request; and

5.
Is not a collateral assignment.

SETTLEMENT OPTIONS

Settlement Options are ways of paying the proceeds of this policy. These options
apply to:

1.
Payment of proceeds at death; and

2.
Proceeds payable upon full surrender of this policy for its Cash Surrender
Value.

Proceeds applied under a settlement option no longer earn interest at the rate
applied to the Fixed Account or participate in the investment experience of the
Variable Account.

85-228 19

<PAGE>

SETTLEMENT OPTIONS (CONTINUED)

CHOOSING OPTIONS

Settlement Options are chosen or withdrawn by making a written agreement with us
or by sending us written notice. Our approval is needed for an option to be
chosen or withdrawn. Before the Surviving Joint Insured's death, only you can
choose or withdraw an option. After the Surviving Joint Insured's death, a
beneficiary may choose an option depending on prior restrictions made by you or
a collateral assignee. A change of beneficiary or owner withdraws all chosen
options; you must choose again any options you want.

We issue a supplemental contract for proceeds applied under any option. We need
not accept an option where less than $2,500 will be applied for each payee. In
this case, we may pay a payee's proceeds in one sum. Under an installment
option, each payment must be at least $25. If needed, we may increase the time
between payments to three months, six months, or a year to make each payment at
least $25.

PAYING PROCEEDS

A payee is one to whom we may pay part or all of the proceeds or interest. The
primary payee is the first person to whom benefits are payable. If the primary
payee dies before we have made all payments under Options 2, 3, or 4, we pay the
remaining payments to any contingent payee. We pay the proceeds in one sum,
unless one or more of the following options are requested and we agree to it. We
will also use any other method of payment that is acceptable to you and to us.

Under Options 2, 3, 4, and 5, we pay the first installment as of the date we
issue a supplemental contract to pay the proceeds.

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

OPTION 1

The proceeds are left with us to earn interest. The withdrawal rights, the
length of time we will hold the proceeds, and any future change of option are
subject to our approval.

OPTION 2

We pay the proceeds with interest in equal installments for the amount you
choose at equal intervals until the proceeds and interest are all paid. The
interval you choose may be a month, 3 months, 6 months, or a year. The amount
chosen for each installment must be such that the total installments payable in
any 12 months is at least 7% of the total amount of the proceeds.

The last installment will be for the remaining proceeds and interest, and might
not be equal to the other installments.

OPTION 3

We pay the proceeds in equal installments at equal intervals for the number of
years you choose. The interval may be a month, three months, six months, or a
year. Use the Option 3 Table to determine the amount of each installment. If you
ask, we will tell you the payment amounts for numbers of years or intervals not
shown.

5223 20

<PAGE>

SETTLEMENT OPTIONS
(CONTINUED)

OPTION 3 TABLE

NUMBER OF MONTHLY PAYMENTS
YEARS PER $1000
OF PROCEEDS

5 $18.12
10 $ 9.83
15 $ 7.10
20 $ 5.75
25 $ 4.96

OPTION 4

The proceeds are used to provide an annuity with 60, 120, 180, or 240 months
"certain". This means that we continue paying the primary payee in equal monthly
installments for as long as the primary payee lives with a number of months
"certain". "Certain" means that we make payments for at least as long as the
period you choose (either 60, 120, 180, or 240 months), no matter when the
primary payee dies. If the primary payee dies before the "certain" period ends,
the remaining payments are payable to the contingent payee.

We compute the installments using the calendar year in which the proceeds are
applied and the payee's sex and age at that time. We require written proof of
the payee's age. The Option 4 Table shows the amount of each installment for a
120-month "certain" period plus as long after as the primary payee lives. We
compute the amount of each installment for the other "certain" periods on a
similar basis. If you ask, we will tell you any of these payment amounts.

OPTION 4 TABLE

MONTHLY INCOME WITH 120 MONTHS CERTAIN

MONTHLY PAYMENTS
PER $1000 OF PROCEEDS

MALE FEMALE
AGE

50 $4.50 $4.23
55 4.88 4.56
60 5.38 5.00
65 6.03 5.58
70 6.85 6.38

85-229 21

<PAGE>

SETTLEMENT OPTIONS (CONTINUED)

OPTION 5

The proceeds are used to provide a "joint and two-thirds to survivor" life
income for two payees. We make monthly payments jointly to the two payees as
long as they both live. When one payee dies, the other receives two-thirds of
the amount of the joint monthly payment for life. Payments stop when both payees
have died. We compute the payment amounts using the calendar year in which the
proceeds are applied and the payees' sexes and ages when the proceeds are
applied. The original monthly payment for joint payees, one male and one female,
is shown for selected ages in the Option 5 Table. We will quote values for other
age and sex combinations upon request.

OPTION 5 TABLE

ORIGINAL MONTHLY PAYMENT PER $1000 OF PROCEEDS

MALE AGE
FEMALE 60 65 70
AGE

60 $5.65 $5.95 $6.29
65 5.99 6.36 6.77
70 6.39 6.86 7.39

OPTION 6 (ANNUITY OPTION)

The proceeds are used to provide an annuity. Each annuity installment is 103% of
the payment that we would make if the payee had used the proceeds to buy a
similar, nonparticipating, single premium immediate annuity at our rates on the
date the proceeds are applied. We pay these installments at the end of the
interval to which they apply. We will not apply this option if a similar option
would be more favorable to the payee when proceeds are applied.

DEATH OF PAYEE

Unless we have agreed otherwise, if a payee dies after we have paid or credited
proceeds under Option 1, we will pay the proceeds and any unpaid interest in one
sum to the payee's estate. Unless we have agreed otherwise, if a payee dies
after we have paid or credited proceeds under Options 2, 3, or 4, we will pay
the remaining payments to any contingent payees. If there are no contingent
payees, we pay the following amounts to the primary payee's estate.

1.
Under Option 2, we will pay any unpaid sum left with us plus any unpaid interest
on that sum.

2.
Under Option 3, we will pay the commuted value (based on interest at an
effective annual rate of 3-1/2%) of any unpaid installments.

3.
Under Option 4, we will pay the commuted value (based on interest at an
effective annual rate of 3-1/2%) of any unpaid installments remaining in the
"certain" period.

5224 22

<PAGE>

SETTLEMENT OPTIONS
(CONTINUED)

PROTECTION OF PROCEEDS

Unless we agree to it, a payee may not do any of the following:

1.
Withdraw any part of the proceeds or interest;

2.
Change the fixed payment intervals or the length of the payment period;

3.
Change the settlement option;

4.
Change the amount of payment;

5.
Surrender the supplemental contract for cash;

6.
Borrow against the supplemental contract; or

7.
Assign the supplemental contract.

If the payee chooses Options 1, 2, or 3, the payee may change the option and
transfer the funds that remain to a new option. This applies unless prevented by
a written agreement with us.

A payee's creditors may not claim any of the proceeds or interest. This
provision applies unless altered by federal or state law.

INTEREST ON SETTLEMENT OPTIONS

We base the interest rate for proceeds 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
3-1/2%.

In determining amounts to be paid under Options 3 and 4, we assume interest at
an effective annual rate of 3-1/2%. 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.

GENERAL PROVISIONS

VOTING OF MUTUAL FUND SHARES

While this policy is in force, you have the right to instruct us how to vote the
mutual fund shares attributable to this policy. All fund proxy material and
forms used to give voting instructions will be sent to persons having voting
interests.

We will vote the mutual fund shares held in Sub-accounts according to the
instructions received, as long as:

1.
The Variable Account is registered as a unit investment trust under the
Investment Company Act of 1940; and

2.
The assets of the Variable Account are allocated to Sub-accounts that are
invested in mutual funds shares.

We may vote the mutual fund shares held in the Sub-accounts at our discretion if
we determine that, because of applicable law or regulation, we do not have to
vote the mutual fund shares according to the voting instructions received.

If we do not receive timely voting instructions from you, we will vote the
applicable mutual fund shares in proportion to the instructions which are
received with respect to the other policies providing benefits related to the
applicable Sub-account.

The persons entitled to give voting instructions and the number of votes
affected by their instructions will be determined as of a record date selected
by us, not more than 90 days before the meeting of the applicable mutual fund.

This policy does not give you the right to vote at meetings of our stockholders
and/or policyholders.

85-231 23

<PAGE>

GENERAL PROVISIONS
(CONTINUED)

SUBSTITUTION OF MUTUAL FUND SHARES

We reserve the right, if permitted by law, to:

1.
Create new variable accounts;

2.
Combine variable accounts, including the Select*Life Variable Account;

3.
Remove, add, or combine Sub-accounts and make the new Sub-accounts available to
you at our discretion;

4.
Substitute shares of other investment funds or series thereof for those of the
investment funds and series made available under the policy;

5.
Transfer assets of the Select*Life Variable Account which we determine to be
associated with the class of contracts to which this policy belongs, to another
variable account (if this type of transfer is made, the term "Select*Life
Variable Account" as used in this policy will then mean the variable account to
which the assets were transferred);

6.
Deregister the Select*Life Variable Account under the Investment Company Act, of
1940, if registration is no longer required;

7.
Make any changes required by the Investment Company Act of 1940;

8.
Operate the Select*Life Variable Account as a managed company under the
Investment Company Act of 1940, or any other form permitted by law; and

9.
Restrict or eliminate any voting privileges you or other persons may have as to
the Select*Life Variable Account.

PAYMENT OF PROCEEDS

We pay all proceeds of this policy from our Home Office in Minneapolis,
Minnesota. Before paying the proceeds, we may require that you send us this
policy. We make payments under Settlement Options 4, 5, and 6 only to a natural
person in that person's own right. We adjust the proceeds payable on the death
of the Surviving Joint Insured as follows:

1.
We refund any policy loan interest charged but not earned;

2.
We deduct any Loan Amount; and

3.
We deduct any unpaid Monthly Deductions due on or before the Surviving Joint
Insured's death.

As of the date of death, the proceeds no longer earn interest at the rate
applied to the Fixed Account or participate in the investment experience of the
Variable Account. If payment is delayed more than 30 days, we pay interest on
the proceeds at death for the time between the Surviving Joint Insured's death
and the earlier of the following:

1.
The date we pay proceeds; or

2.
The date we issue a supplemental contract.

Interest on these funds is never less than an effective annual rate of 3-1/2%.

SIMULTANEOUS DEATH

If the Joint Insureds die simultaneously or in circumstances making it uncertain
who is the Surviving Joint Insured, the older Joint Insured will be deemed to
have been the Surviving Joint Insured, and no payment will be made for the death
of the younger Joint Insured.

5225 24

<PAGE>

GENERAL PROVISIONS (CONTINUED)

INCONTESTABILITY

This policy has a two-year contestable period running from the Issue Date shown
on the Policy Data Page. After this policy has been in force during both Joint
Insured's lifetime for two years from the Issue Date, we cannot claim your
policy is void or refuse to pay any proceeds unless the policy has lapsed.

If you make a Face Amount increase or 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 in Death Benefit.

If this policy is reinstated, this provision will be measured from the date of
reinstatement.

AGE AND SEX

If any Joint Insured's age or sex is misstated, 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 any Joint Insured commits suicide, while sane or insane, within two years of
the Issue Date, we do not pay the Death Benefit. Instead, we refund all premiums
paid on this policy and any attached riders, minus any Loan Amounts and partial
withdrawals.

If you make a Face Amount increase or 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 any Joint
Insured commits suicide, while sane or insane, within two years of the effective
date of the increase, we pay the Death Benefit prior to the increase and refund
the cost of insurance for that increase.

TERMINATION

This policy terminates when any of the following occur:

1.
The required payment is not paid by the end of the grace period;

2.
The Surviving Joint Insured dies;

3.
The policy is surrendered for its full Cash Surrender Value; or

4.
The policy is amended according to the Amendment provision of this policy and
you do not accept the amendment.

If we make a Monthly Deduction from the Accumulation Value after this policy
terminates, the deduction is not considered a reinstatement of the policy or a
waiver of the termination.

CONVERSION RIGHT

During the first two policy years and the first 24 months following the
effective date of an increase in Face Amount, you may, by written request,
"convert" this policy to a policy in which the benefits do not vary with the
investment performance of the Variable Account. This conversion is done by
transferring all or part of your Variable Accumulation Value to your Fixed
Accumulation Value. You must tell us you are exercising your conversion rights
when requesting the transfer. We will then waive the transfer charge and that
transfer is not counted against the limit on the number of transfers in a policy
year. You are allowed only one such transfer in each of these 24-month periods.

If you exercise this conversion right, we will automatically credit all future
premium payments to the Fixed Account, until you specify a change in allocation.
At the time of the transfer, there is no effect on the policy's Death Benefit,
Accumulation Value, Face Amount, net amount at risk, Premium Class, or issue
age.

85-232 25

<PAGE>

GENERAL PROVISIONS
(CONTINUED)

ANNUAL STATEMENT

Each year we will send you an annual statement, free of charge, showing the
following:

1.
Face Amount;

2.
Cash Surrender Values;

3.
Accumulation Values;

4.
Premiums paid;

5.
Planned periodic premiums;

6.
Interest credits;

7.
Death Benefit;

8.
Loan Amounts;

9.
Partial withdrawals;

10.
Transfers; and

11.
Charges since the last statement.

We will make a charge not to exceed $50 for any additional statements you
request.

PROJECTION REPORT

If you ask, we will provide a report projecting future results. The report will
be based on the following:

1.
Planned periodic premiums you specify;

2.
The Accumulation Value at the end of the prior policy year; and

3.
Any other assumptions specified by you or us, subject to any limitations imposed
by the Securities and Exchange Commission.

We may make a charge not to exceed $50 for each Projection Report you request.

NONPARTICIPATING

This contract does not entitle you to participate in our surplus.

AMENDMENT

We reserve the right to amend this policy to include any future changes relating
to the following:

1.
Any Securities and Exchange Commission rulings and regulations;

2.
This policy's qualification for treatment as a life insurance policy under the
following:

o The Code;

o Internal Revenue Service rulings and regulations; and

o Any requirements imposed by the Internal Revenue Service.

We will send you a copy of any amendments promptly.

DISCLAIMER

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

5226 26

<PAGE>

SURVIVORSHIP FLEXIBLE PREMIUM
VARIABLE LIFE
INSURANCE POLICY

- ---------------------------------------------------
Variable and/or Fixed
Accumulation Values

Flexible Premiums Payable During
Lifetime of Surviving Joint lnsured

Adjustable Face Amount

Death Benefit Guarantee

Death Benefit Options

Nonparticipating
- -----------------------------------------------

NOTICE

To make a claim or exercise your rights under this policy, please write to us at
the address below and include your policy number:

Writing directly to us will save time and expense. You do not need to hire any
person, firm, or corporation unless, because of a dispute, you wish to.

RELIASTAR RELIASTAR LIFE INSURANCE COMPANY
Box 20
Minneapolis
Minnesota 55440

Page 27 85-230

<PAGE>

POLICY SPLIT OPTION RIDER (PSO)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Base Policy Number is shown on the Policy Data Page.

RIDER DATA

BASE POLICY NUMBER

DEFINITIONS

JOINT INSUREDS

The persons upon whose lives this policy is issued. The Policy Data Page lists
the Joint Insureds.

YOU, YOUR

The current owner of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office,
in a form we accept. You may get forms for this purpose from us.

POLICY SPLIT OPTION

The owner may request to split this policy, not including any riders, into two
new individual permanent life insurance policies we are then offering. One
individual policy will be issued on the life of each Joint Insured. We may
require evidence of insurability.

The owner may request this option by notifying us in writing within 90 days
following:

1.
The enactment or the effective date of a change in the federal estate tax laws
that would eliminate the unlimited marital deduction or reduce by at least 50%
the estate taxes payable upon death;

2.
The effective date of a final divorce decree between the Joint Insureds; or

3.
The dissolution of the business partnership of the Joint Insureds.

If there is more than one owner, each owner must elect the Policy Split Option.

THE NEW POLICY

The Death Benefit of each individual policy cannot be greater than 50% of the
base policy's Death Benefit, not including any riders.

The Accumulation Value less any outstanding loan amount of the base policy will
be divided equally and each portion will be applied as premiums to each of the
new individual policies.

RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office

John H. Flitte President
Box 20 /s/ John H. Flitte
Minneapolis
Minnesota 55440 Susan M. Bergen Secretary
/s/ Susan M. Bergen

85-233 1

<PAGE>

THE NEW POLICY
(CONTINUED)

If one Joint Insured does not meet our insurability requirements, you may do one
of the following:

1.
Receive one-half of the base policy's Cash Surrender Value and issue one
individual policy to the remaining Joint Insured who meets our insurability
requirements; or

2.
Keep the base policy in force on the Joint Insureds and no individual policies
will be issued.

The individual policies will be subject to our minimum and maximum specified
amounts and issue ages for the plan of insurance chosen.

If one of the Joint Insureds is older than the individual policy's maximum issue
age at the time the Policy Split Option is elected, our approval is needed to
elect the option.

The premiums for the individual policies will be based on each Joint Insured's
attained age and premium rate class based on evidence of insurability submitted
for this option. Premiums are payable as of the policy dates for each individual
policy.

The policy date for each individual policy will be the Monthly Anniversary
following your written request to elect the Policy Split Option.

The owner for each individual policy will be the Joint Insured whose life is
insured under the individual policy, unless otherwise specified. The beneficiary
for each individual policy will be the beneficiary named for the base policy,
unless otherwise specified.

COST OF INSURANCE

The total monthly deduction for this rider is shown on the Policy Data Page.

POLICIES RETURNED UNDER FREE LOOK

If you return either of the new polices under a free look or right to return
policy provision, we will refund for each policy returned an amount equal to
one-half of the Cash Surrender Value of the base policy plus all additional
premiums paid for the new policy.

GENERAL PROVISIONS

This rider does not increase any cash or loan values of the base policy.

All base policy provisions apply to this rider, unless changed by this rider.

TERMINATION

This rider ends:

1. If the base policy is surrendered or ends;
2. At age 100 of the younger Joint Insured;
3. On the Rider Expiry Data shown on the Policy Data Page; or
4. If you ask us in writing to end this rider. In this case, we may ask that
you return the policy and this rider so that we can endorse them. This rider
will end on the first Monthly Anniversary Date after we receive your written
request.

5228 2

<PAGE>

FOUR YEAR TERM INSURANCE RIDER (FTR)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Rider Data is shown on the Policy Data Page.

RIDER DATA

BASE POLICY NUMBER

DEFINITIONS

JOINT INSUREDS

The persons upon whose lives this policy is issued. The Policy Data Pages list
the Joint Insureds.

SURVIVING JOINT INSURED

The Joint Insured who remains alive after the other Joint Insured has died.

YOU, YOUR

The current owner(s) of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis,
Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office
in a form we accept. You may get forms for this purpose from us.

BENEFITS

When we have written proof that the Surviving Joint Insured died while this
rider was in force, we will pay the FTR Face Amount, as is shown on the Policy
Data Page, then in force.

BENEFICIARY

The beneficiary of the proceeds of this rider is the beneficiary of the proceeds
of the base policy.

When you name, add, or change a beneficiary of the base policy the change will
also apply to this rider. If you assign the benefits of this rider as collateral
for a debt, this limits the beneficiary's rights to the proceeds.

COST OF INSURANCE AND MONTHLY AMOUNT CHARGES

The total monthly deduction for this rider equals the sum of 1 plus 2 where:

1.
Is the Monthly Amount Charge per $1,000 (as shown on the Policy Data Page)
multiplied by the FTR Face Amount divided by 1000.

This charge applies during the Term shown on the Policy Data Page; and

2.
Is the FTR Face Amount times the monthly cost of insurance rate described on the
next page.

RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office
John H. Flitte President
Box 20 /s/ John H. Flitte
Minneapolis
Minnesota 55440 Susan M. Bergen Secretary
/s/ Susan M. Bergen

85-234 1

<PAGE>

COST OF INSURANCE RATES

The monthly cost of insurance rate for this rider is based on each Joint
Insured's sex, issue age, and premium class as shown on the Policy Data Page,
and the policy year. Issue age means age last birthday on the effective date of
the coverage. We will determine monthly cost of insurance rates based upon
expectations as to future cost factors. Any change in cost of insurance rates
will apply to all in the same insurance class whose policies have been in force
for the same period of time.

PAYING PROCEEDS

We pay proceeds in the following order:

1.
Collateral assignees, if any, have first priority;

3.
If there are no beneficiaries, you receive any proceeds that remain.

TERMINATION

This rider ends:

1.
Four years after the Rider Effective Date;

2.
If the base policy is surrendered or ends; or

3.
If you ask us in writing to end this rider. In this case, we may ask that you
return the policy and this rider so that we can endorse them. This rider will
end on the first Monthly Anniversary Date after we receive your written request
to end this rider.

After this rider ends, we are not liable for its benefits, even if we have
included the cost of insurance and monthly amount charges for this rider in the
total monthly deduction for the base policy. We will refund any such amounts
that we deduct after this rider ends.

5230 2

<PAGE>

REINSTATEMENT

If the base policy lapses, this rider will also lapse. You can reinstate this
rider if:

1.
This rider was in effect when the base policy lapsed;

2.
The Rider Expiry Date has not occurred; and

3.
You reinstate the base policy.

To reinstate this rider, you must do both of the following:

1.
Give us proof of each Joint Insured's insurability; and

2.
Pay a premium large enough to keep the base policy and this rider in force for
at least 2 months.

The base policy may be reinstated without this rider, in which case proof and
payment for this rider are not needed.

AGE AND SEX

If any Joint Insured's age or sex is misstated, the Death Benefit will be the
amount that the most recent cost of insurance would purchase using the current
cost of insurance rates for the correct age and sex.

SUICIDE

The Suicide provision of the base policy applies to this rider from the Rider
Effective Date in the same way that it applies to the base policy from the base
policy's Issue Date.

INCONTESTABILITY

If you apply for this rider with the base policy, the Incontestable provision of
the base policy applies to this rider from the Rider Effective Date. During this
2-year period, we may ask for information that could lead to our contesting this
rider or refusing to pay its benefits.

After this rider has been in force for 2 years from the Rider Effective Date, we
cannot claim this rider is void or refuse to pay any benefits with respect to
the FTR Face Amount, unless this rider has lapsed for nonpayment of premiums. If
this rider is reinstated, this provision will be measured from the reinstatement
date with respect to statements made in the application for reinstatement.

GENERAL PROVISIONS

This rider does not increase any cash or loan values of the base policy.

All base policy provisions apply to this rider, unless changed by this rider.

85-235 3

<PAGE>

SURVIVORSHIP TERM INSURANCE RIDER (STR)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Rider Data is shown on the Policy Data Page.

RIDER DATA

BASE POLICY NUMBER

DEFINITIONS

JOINT INSUREDS

The persons upon whose lives this policy is issued. The Policy Data Pages list
the Joint Insureds.

SURVIVING JOINT INSURED

The Joint Insured who remains alive after the other Joint Insured has died.

YOU, YOUR

The current owner(s) of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis,
Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office
in a form we accept. You may get forms for this purpose from us.

BENEFITS

When we have written proof that the Surviving Joint Insured died while this
rider was in force, we will pay the STR Face Amount, as shown on the Policy Data
Page, then in force.

BENEFICIARY

The beneficiary of the proceeds of this rider is the beneficiary of the proceeds
of the base policy.

COST OF INSURANCE AND MONTHLY AMOUNT CHARGES

The total monthly deduction for this rider equals the sum of 1 plus 2 where:

1.
Is the Monthly Amount Charge per $1,000 (as shown on the Policy Data Page)
multiplied by the STR Face Amount divided by 1000. This charge applies during
the Term shown on the Policy Data Page; and

2.
Is the STR Face Amount times the monthly cost of insurance rate described on
the next page.

RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office
John H. Flitte President
Box 20 /s/ John H. Flitte
Minneapolis
Minnesota 55440 Susan M. Bergen Secretary
/s/ Susan M. Bergen

85-240 1

<PAGE>

COST OF INSURANCE RATES

PAYING PROCEEDS

We pay proceeds in the following order:

1.
Collateral assignees, if any, have first priority;

3.
If there are no beneficiaries, you receive any proceeds that remain.

CONVERSION

This rider may be converted to a new survivorship flexible premium variable life
insurance policy for the Joint Insureds without proof of insurability only:

1.
While both Joint Insureds are alive;

2.
While this rider is in force; and

3.
Before any Joint Insured reaches age 75.

Application for conversion must be in writing. Only you may apply. If you wish
to convert your policy, we may require that you send us the base policy and this
rider so that we can endorse them.

THE NEW POLICY

The Face Amount of the new policy cannot be greater than the Face Amount of this
rider. The date of the new policy will be the date of the conversion. The new
policy, which will be in the same premium class as this rider, can be on any of
our plans in use at the time of the conversion that:

1.
We would normally issue;

2.
Do not participate in our surplus; and

3.
Do not contain any benefits or rights involving a greater aggregate risk,
relative to premium, than is insured under this rider.

5240 2

<PAGE>

TERMINATION

This rider ends:

1.
On the Rider Expiry Date shown on the Policy Data Page;

2.
If this rider is converted;

3.
If the base policy is surrendered or ends;

4.
If the Surviving Joint Insured dies;

5.
If you ask us in writing to end this rider. In this case, we may ask that you
return the policy and this rider so that we can endorse them. This rider will
end on the first Monthly Anniversary Date after we receive your written request
to end this rider; or

6.
The Accumulation Value of the base policy becomes less than the Monthly
Deduction on any Monthly Anniversary.

REINSTATEMENT

If the base policy lapses, this rider will also lapse. You can reinstate this
rider if:

1.
This rider was in effect when the base policy lapsed;

2.
The Rider Expiry Date has not occurred; and

3.
You reinstate the base policy.

To reinstate this rider, you must do both of the following:

1.
Give us proof of each Joint Insured's insurability; and

2.
Pay a premium large enough to keep the base policy and this rider in force for
at least 2 months.

The base policy may be reinstated without this rider, in which case proof and
payment for this rider are not needed.

AGE AND SEX

SUICIDE

The Suicide provision of the base policy applies to this rider from the Rider
Effective Date in the same way that it applies to the base policy from the base
policy's Issue Date.

INCONTESTABILITY

After this rider has been in force for 2 years from the Rider Effective Date, we
cannot claim this rider is void or refuse to pay any benefits with respect to
the STR Face Amount, unless this rider has lapsed for nonpayment of premiums. If
this rider is reinstated, this provision will be measured from the reinstatement
date with respect to statements made in the application for reinstatement.

<PAGE>

GENERAL PROVISIONS

This rider does not increase any cash or loan values of the base policy.

All base policy provisions apply to this rider, unless changed by this rider.

85-241 3

<PAGE>

FIRST TO DIE TERM INSURANCE RIDER (FDR)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Rider Data is shown on the Policy Data Page.

RIDER DATA

BASE POLICY NUMBER

DEFINITIONS

JOINT INSUREDS

The persons upon whose lives this policy is issued. The Policy Data Pages list
the Joint Insureds.

YOU, YOUR

The current owner(s) of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis,
Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office
in a form we accept. You may get forms for this purpose from us.

BENEFITS

When we have written proof of the first death of a Joint Insured while this
rider was in force, we will pay the FDR Face Amount, as shown on the Policy Data
Page, then in force.

BENEFICIARY

The beneficiary of the proceeds of this rider is the beneficiary of the proceeds
of the base policy.

COST OF INSURANCE AND MONTHLY AMOUNT CHARGES

The total monthly deduction for this rider equals the sum of 1 plus 2 where:

1.
Is the Monthly Amount Charge per $1,000 (as shown on the Policy Data Page)
multiplied by the FDR Face Amount divided by 1000. This charge applies during
the Term shown on the Policy Data Page; and

2.
Is the FDR Face Amount times the monthly cost of insurance rate described below.

COST OF INSURANCE RATES

RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office
John H. Flitte President
Box 20 /s/ John H. Flitte
Minneapolis
Minnesota 55440 Susan M. Bergen Secretary
/s/ Susan M. Bergen

85-285 1

<PAGE>

PAYING PROCEEDS

We pay proceeds in the following order:

1.
Collateral assignees, if any, have first priority;

3.
If there are no beneficiaries, you receive any proceeds that remain.

TERMINATION

This rider ends:

1.
On the Rider Expiry Date shown on the Policy Data Page;

2.
At the first death of a Joint Insured;

3.
If the base policy is surrendered or ends; or

4.
If you ask us in writing to end this rider. In this case, we may ask that you
return the policy and this rider so that we can endorse them. This rider will
end on the first Monthly Anniversary Date after we receive your written request
to end this rider; or

5.
The Accumulation Value of the base policy becomes less than the Monthly
Deduction on any Monthly Anniversary.

REINSTATEMENT

If the base policy lapses, this rider will also lapse. You can reinstate this
rider if:

1.
This rider was in effect when the base policy lapsed;

2.
The Rider Expiry Date has not occurred; and

3.
You reinstate the base policy.

To reinstate this rider, you must do both of the following:

1.
Give us proof of each Joint Insured's insurability; and

2.
Pay a premium large enough to keep the base policy and this rider in force for
at least 2 months.

The base policy may be reinstated without this rider, in which case proof and
payment for this rider are not needed.

5277 2

<PAGE>

AGE AND SEX

SUICIDE

The Suicide provision of the base policy applies to this rider from the Rider
Effective Date in the same way that it applies to the base policy from the base
policy's Issue Date.

INCONTESTABILITY

After this rider has been in force for 2 years from the Rider Effective Date, we
cannot claim this rider is void or refuse to pay any benefits with respect to
the FDR Face Amount, unless this rider has lapsed for nonpayment of premiums. If
this rider is reinstated, this provision will be measured from the reinstatement
date with respect to statements made in the application for reinstatement.

GENERAL PROVISIONS

This rider does not increase any cash or loan values of the base policy.

All base policy provisions apply to this rider, unless changed by this rider.

85-286 3

<PAGE>

EXTENDED DEATH BENEFIT GUARANTEE RIDER (EDB)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Rider Data is shown on the Policy Data Page.

RIDER DATA

BASE POLICY NUMBER

DEFINITIONS

JOINT INSUREDS

The persons upon whose lives this policy is issued. The Policy Data Pages list
the Joint Insureds.

SURVIVING JOINT INSURED

The Joint Insured who remains alive after the other Joint Insured has died.

YOU, YOUR

The current owner(s) of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office
in a form we accept. You may get forms for this purpose from us.

BENEFIT PROVISION

The Extended Death Benefit Guarantee Period is shown on the Policy Data Page and
begins on the Policy Date. The Extended Death Benefit Guarantee is in effect
during the Extended Death Benefit Guarantee Period if, on each Monthly
Anniversary since the Policy Date, 1 is equal to or greater than 2, where:

1.
Is the sum of all premiums paid minus any partial withdrawals; and

2.
Is the sum of the Extended Death Benefit Premium since the Policy Date,
including the Extended Death Benefit Premium for the current Monthly
Anniversary.

If the Extended Death Benefit Guarantee is in effect, we guarantee that we will
not lapse your policy, even if the Cash Surrender Value is not sufficient to pay
the Monthly Deduction that is due. Although we determine each month whether or
not you have made sufficient premium payments to maintain the Extended Death
Benefit Guarantee, you do not have to pay premiums monthly.

RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY Executed at our Home Office
John H. Flitte President
Box 20 /s/ John H. Flitte
Minneapolis
Minnesota 55440 Susan M. Bergen Secretary
/s/ Susan M. Bergen

85-287 1

<PAGE>

POLICY CHANGES AFFECTING THE EXTENDED DEATH BENEFIT GUARANTEE

The Extended Death Benefit Guarantee Premium may be affected by requested
changes in Face Amount, changes in the Death Benefit Option, and may also be
changed when a rider is added or terminated. The new Extended Death Benefit
Guarantee Premium will be shown on a new Policy Data Page and applies from the
date of the change.

NOTICE

If on any Monthly Anniversary, the premium requirement is not met, we will send
you a notice of the premium required. If the premium is not received by us at
our Home Office prior to the next Monthly Anniversary, the Extended Death
Benefit Guarantee will terminate.

COST OF INSURANCE

The total monthly deduction for this rider is shown on the Policy Data Page.

REINSTATEMENT

If this rider terminates, it may not be reinstated.

TERMINATION

This rider will terminate on the earliest of the following dates:

1.
The Monthly Anniversary on or next following our receipt at our Home Office of
your written request for termination;

2.
The Monthly Anniversary following the date the premium requirement was not met,
if the required premium was not paid;

3.
When the base policy terminates; or

4.
The Policy Anniversary on or after the Rider Expiry Date shown on the Policy
Data Page.

5278

RESTATED CERTIFICATE OF INCORPORATION
OF RELIASTAR LIFE INSURANCE COMPANY

(as amended and restated effective August 1, 1996)

This Restated Certificate of Incorporation supersedes and takes the place of the
existing certificate of incorporation and all amendments to it.

ARTICLE I

The name of this corporation shall be ReliaStar Life Insurance Company.

ARTICLE II

The principal place of business and Home Office of the Company shall be 20
Washington Avenue South, Minneapolis, Minnesota 55401.

ARTICLE III

Sec. 1. The purposes and general nature of the business of the Company are to
engage in those business activities in which a life insurance company
incorporated under the laws of the State of Minnesota may from time to time
engage.

Sec. 2. The Company shall be a stock life insurance company.

Sec. 3. The duration of the Company shall be perpetual.

Sec. 4. The names and places of residence of the Board of Directors of the
Company as of the adoption of this Restated Certificate of Incorporation are:

Richard Michael Conley William Rawlings Merriam
2910 Holly Lane 25 Gideon's Point Road
Plymouth, MN 55447 Tonka Bay, MN 55331

Richard Ralph Crowl Craig R. Rodby
1439 Tyrol Trail 3721 Upton Avenue South
Golden Valley, MN 55416 Minneapolis, MN 55410

John Howard Flittie David Hartley Roe
13970 Oakland Place 6105 Stillwater Way
Minnetonka, MN 55343 McLean, VA 22101

Wayne Robert Huneke Robert Charles Salipante
6100 Sherman Circle 14555 Durham Road
Edina, MN 55436 Minnetonka, MN 55345

Kenneth Udell Kuk Donald Lee Swanson
6306 Maple Ridge 10815 Joliet Avenue N.
Excelsior, MN 55331 Stillwater, MN 55082

John Gosney Turner Steven William Wishart
3424 W. Calhoun Parkway 957 Sheridan Avenue South
St. Louis Park, MN 55416 Minneapolis, MN 55405

<PAGE>

ARTICLE IV

The Company shall have and possess all powers to do everything necessary,
suitable, convenient or incidental to the transaction of its business and the
accomplishment of any of the purposes stated herein and shall have and possess
all powers, rights, privileges, immunities and franchises conferred by the laws
of the State of Minnesota under which it was organized and operates and such
others as are conferred upon stock life insurance companies by the laws of the
State of Minnesota; and the same shall be exercised by the Board of Directors,
the Executive Committee or other Committees appointed by the Board of Directors,
and such officers and agents as may be elected or appointed by the Board of
Directors or by the Executive Committee.

ARTICLE V

Sec. 1. The business of the Company shall be managed by a Board of Directors
consisting of not less than five nor more than fourteen persons, to be
determined by the Board of Directors.

Sec. 2. The directors shall be elected at the annual meeting of the shareholders
by a majority vote. The term of office for each director shall be until the next
annual meeting of shareholders and until his or her successor has been elected
and qualified.

Sec. 3. In the event of a vacancy occurring on the Board of Directors, the Board
of Directors may fill such vacancy for the remainder of the unexpired term by
vote of the majority of the remaining directors, though less than a quorum, or
by a sole remaining director. Not more than one-third of the members of the
Board may be so filled by the remaining directors in any one year except that
any number of vacancies shall be so filled to provide for a minimum of five
directors until the next subsequent meeting of the shareholders. The
shareholders, by vote of the majority of the outstanding shares entitled to
vote, may elect a director or directors at any time to fill any vacancy not
filled by the remaining director or directors.

Sec. 4. A director of the Company shall not be personally liable to the Company
or its shareholders for monetary damages for any breach of fiduciary duty as a
director, except for liability (i) for a breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for acts prohibited under subdivisions 2 and 3 of Section 300.64 of
the Minnesota Statutes, (iv) for any transaction from which the director derived
an improper personal benefit, or (v) for any act or omission occurring prior to
the effective date of this section. No amendment to or repeal of this section
shall apply to or have any effect on the liability or alleged liability of any
directors of the Company for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

ARTICLE VI

The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees consisting of
three or more directors who will serve at the pleasure of the Board. Each
Committee shall have all of the authority of the Board, except as expressly
limited by the Board or by the laws of the State of Minnesota.

<PAGE>

ARTICLE VII

The officers of the Company shall consist of a President, one or more Vice
Presidents, a Secretary, and a Treasurer, all of whom shall be elected by the
Board of Directors, and such other officers as may be determined and elected by
the Board of Directors or by the Executive Committee.

ARTICLE VIII

Sec. 1. The authorized capital stock of the Company shall be Thirty Seven
Million Five Hundred Thousand Dollars ($37,500,000) divided into Five Million
(5,000,000) shares of Preferred Stock of the par value of One Dollar Twenty-Five
Cents ($1.25) each and Twenty-Five Million (25,000,000) shares of Common Stock
of the par value of One Dollar Twenty-Five Cents ($1.25) each. Each holder of
Common Stock and each holder of Preferred Stock, which by its terms has general
voting rights, shall have one vote for each share held.

Sec. 2. No holders of shares of the Company of any class or of any security or
obligation convertible into, or of any warrant, option or right to subscribe
for, purchase or otherwise acquire, shares of the Company of any class, whether
now or hereafter authorized, shall as such holder, have any preemptive right
whatsoever to subscribe for, purchase or otherwise acquire shares of the Company
of any class or any security or obligation convertible into, or any warrant,
option or right to subscribe for, purchase or otherwise acquire, shares of the
Company of any class, whether now or hereafter authorized.

Sec. 3. Preferred Stock.

(a) The authorized shares of Preferred Stock may be issued from time to time in
one or more series, each of such series to have such relative rights,
voting power, preferences and restrictions as are stated herein and in the
resolution or resolutions providing for the issuance of such series adopted
by the Board of Directors as hereinafter provided.

(b) Authority is hereby expressly granted to the Board of Directors, subject to
the provisions of this Article VIII, to authorize from time to time the
issuance of one or more series of Preferred Stock and with respect to each
series to fix or alter from time to time, as to shares then unallotted, by
resolution or resolutions providing for the issuance of such series

(i) the distinctive designation of such series and the number of
shares which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of
Directors in creating such series) or decreased (but not below
the number of shares thereof outstanding) from time to time by
action of the Board of Directors;

(ii) the dividend rate or rates to which shares of such series shall
be entitled, the restrictions, conditions and limitations upon
the payment of such dividends, whether such dividends shall be
cumulative and, if cumulative, the date or dates from which such
dividends shall be cumulative, and the dates on which such
dividends, if declared, shall be payable;
<PAGE>

(iii) whether shares of such series shall be redeemable and, if so, the
manner of selecting shares for redemption, the redemption price
or prices, and the manner of redemption and the effect thereof;

(iv) the amount payable on shares of such series in the event of any
liquidation, dissolution or winding up of the Company, which
amount may vary at different dates and may vary depending upon
whether such liquidation, dissolution or winding up is voluntary
or involuntary;

(v) the obligation, if any, of the Company to maintain a purchase,
retirement or sinking fund for shares of such series, or to
redeem shares of such series, and the provisions with respect
thereto;

(vi) the rights, if any, of the holders of shares of such series to
convert such shares into shares of stock of the Company of any
class or of any series of any class and the price or prices or
the rate or rates of such conversion and the other terms,
provisions and conditions of such conversion;

(vii) the general voting rights, if any, of the holders of shares of
such series, and the special voting rights, if any, of the
holders of shares of such series and the terms and provisions
thereof, in addition to voting rights provided by law; and

(viii) any other relative rights, preferences and restrictions not
inconsistent with applicable laws of the State of Minnesota or
these Articles of Incorporation.

(c) All shares of any one series of Preferred Stock shall be identical with
each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon
shall be cumulative. All series of Preferred Stock shall be of equal rank
and be identical in all respects, except as permitted by the foregoing
provisions of paragraph (b) of this Section 3.

(d) The holders of the Preferred Stock of each series shall be entitled to
receive such dividends, when and as declared by the Board of Directors, out
of funds legally available therefor, as they may be entitled to in
accordance with the resolution or resolutions adopted by the Board of
Directors authorizing such series, payable on such dates as may be fixed in
such resolution or resolutions. So long as there shall be outstanding any
shares of Preferred Stock of any series entitled to cumulative dividends
pursuant to the resolution or resolutions authorizing such series, no
dividend, whether in cash or property, shall be paid or declared, nor shall
any distribution be made, on the Common Stock, nor shall any shares of
Common Stock be purchased, redeemed or otherwise acquired for value by the
Company, if at the time of making such payment, declaration, distribution,
purchase, redemption or acquisition the Company shall be in default with
respect to any dividend payable on, or obligation to maintain a purchase,
retirement or sinking fund with respect to or to redeem, shares of
Preferred Stock of any series. The foregoing provisions of this paragraph
(d) shall not, however, apply to a dividend payable in Common Stock or to
the acquisition of shares of Common Stock in exchange for, or through
application of the proceeds of the sale of, shares of Common Stock. Accrued
dividends shall not bear interest.

<PAGE>

(e) In the event of any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, before any payment or distribution of the
assets of the Company is made to the holders of any Common Stock, the
holders of the Preferred Stock of each series shall be entitled to receive
the amount per share provided in the resolution or resolutions adopted by
the Board of Directors authorizing such series. When such payments shall
have been made in full to the holders of the Preferred Stock, they shall
have no further rights in respect of their shares to the assets of the
Company. If upon any liquidation, dissolution or winding up of the Company,
the assets available for distribution shall be insufficient to pay the
holders of all outstanding shares of Preferred Stock the full amounts to
which they respectively shall be entitled, the holders of shares of
Preferred Stock of all series shall share ratably in any distribution of
assets according to the respective amounts which would be payable in
respect of the shares of Preferred Stock held by them upon such
distribution if all amounts payable in respect of the Preferred Stock of
all series were paid in full. Neither a statutory merger or consolidation
of the Company into or with any other corporation, nor a statutory merger
or consolidation of any other corporation into or with the Company, nor a
sale, transfer, exchange or lease of all or any part of the assets of the
Company, shall be deemed to be a liquidation, dissolution or winding up of
the Company within the meaning of this Article VIII.

(f) The Company, at the option of the Board of Directors, may redeem the whole
or any part of the Preferred Stock of any series at the price or prices and
on the terms and conditions provided in the resolution or resolutions
adopted by the Board of Directors authorizing such series.

ARTICLE IX

Sec. 1. The annual meeting of the Company shall be held on the second Thursday
of April of each year at such time and place as may be designated from time to
time by the Board of Directors for the election of directors and the transaction
of such other business as may properly come before the meeting.

Sec. 2. Special meetings of the Company may be called by the Chairman or the
President, or by the Board of Directors or Executive Committee in accordance
with the Bylaws.

Sec. 3. At any meeting of the Company, each shareholder shall be entitled to the
vote provided in Article VIII hereof for each share of stock held by him.

Sec. 4. Shareholders may vote by proxy.

Sec. 5. At any meeting of the Company a quorum shall consist of the presence in
person or by proxy of the holders of a majority of the stock outstanding
entitled to vote.

<PAGE>

ARTICLE X

The Board of Directors shall have authority to make and alter the Bylaws of the
Company, subject to the power of the shareholders to change or repeal such
Bylaws.

ARTICLE XI

The Company reserves the right to alter, amend or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed
by law.

NWNLAB5

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

BYLAWS

(as amended and restated August 1, 1996)

MEETINGS OF THE COMPANY

Section 1.01. ANNUAL MEETINGS. The annual meeting of the Company shall be held
annually on the second Thursday in April at such time and place as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, for the election of directors and the transaction of such other
business as may properly come before the meeting.

Section 1.02. SPECIAL MEETINGS. Special meetings of the Company may be called by
the Chairman or the President or by the Board of Directors or the Executive
Committee.

Section 1.03. PLACE OF MEETINGS. All meetings of the Company shall be held at
the Home Office of the Company in the City of Minneapolis, State of Minnesota,
or at such other place as may be designated from time to time by the Board of
Directors.

Section 1.04. NOTICE OF MEETINGS. A written or printed notice, stating the
place, day and hour of any meeting of the Company, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered or mailed, at least ten days before the date of the meeting, to each
shareholder of record at such address as appears upon the records of the
Company.

Section 1.05. QUORUM. At any meeting of the Company a quorum shall consist of
the holders of a majority of the stock outstanding present in person or by
proxy. The shareholders present, though less than a quorum, may adjourn the
meeting to a later day or hour or to another place without further notice other
than by announcement at the meeting. At such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally noticed.

Section 1.06. PROXIES. Each shareholder may vote by proxy executed in writing by
the shareholder or a duly authorized attorney in fact.

Section 1.07. VOTING. The shareholders holding all of the shares of Preferred
Stock of series having general voting rights and of all shares of Common Stock
of the Company shall, at all meetings, be entitled to one vote for each share
held.

Section 1.08. ACTION WITHOUT MEETING. Any action required or permitted to be
taken may be taken without a meeting if all shareholders consent in writing to
the action.

<PAGE>

Section 1.09. RECORD DATE. The Board of Directors may fix a time, not less than
twenty nor more than sixty days preceding the date of any meeting of the
Company, as a record date for the determination of the shareholders entitled to
notice of and to vote at such meeting, and in such case shareholders of record
on the date so fixed, or their legal representatives, shall be the only
shareholders entitled to notice of and to vote at such meeting and any
adjournment thereof, notwithstanding any transfer of any shares on the books of
the Company after any record date so fixed. The Board of Directors may close the
books of the Company against transfers of shares during the whole or any part of
such period.

BOARD OF DIRECTORS

Section 2.01. GENERAL POWERS. The property and business of the Company shall be
managed by the Board of Directors.

Section 2.02. NUMBER. The Board of Directors shall consist of not less than five
nor more than fourteen persons. The directors shall be elected at the annual
meeting of the shareholders by a majority vote. The term of office for each
director shall be until the next annual meeting of shareholders and until his or
her successor has been elected and qualified.

Section 2.03. TENURE. In the event of a vacancy occurring on the Board of
Directors, the Board of Directors may fill such vacancy for the remainder of the
unexpired term by vote of the majority of the remaining directors, though less
than a quorum, or by a sole remaining director. Not more than one-third of the
members of the Board may be so filled by the remaining directors in any one year
except that any number of vacancies shall be so filled to provide for a minimum
of five directors until the next subsequent meeting of the shareholders. The
shareholders, by vote of the majority of the outstanding shares entitled to
vote, may elect a director or directors at any time to fill any vacancy not
filled by the remaining director or directors.

Section 2.04. REMOVAL OF DIRECTORS. At any regular meeting of shareholders, or
at any special meeting called for such purpose, any director or directors may be
removed from office, with or without cause, by approval of a majority of the
outstanding shares entitled to vote.

Section 2.05. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board.

Section 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman or the President and, upon request by any two members
of the Board of Directors, shall be called by the Chairman or the President.

Section 2.07. NOTICE OF SPECIAL MEETINGS, Notice of each special meeting of the
Board of Directors shall be given by written notice mailed to or served upon
each director at least twenty-four hours prior to such meetings, and such
special meeting shall be held at such time and place as shall be specified in
such written notice. Notice of a special meeting may be waived by any director.
A special meeting of the Board of Directors may also be held without

<PAGE>

written notice or call at such time and place as shall be fixed by the consent
in writing of all of the directors given before, at or after such meeting.

Section 2.08. QUORUM. A majority of the whole Board of Directors shall
constitute a quorum for the transaction of any business at any meeting of the
Board of Directors, but if less than such majority is present at the meeting, a
majority of the directors present may adjourn the meeting from time to time,
without further notice other than by announcement at the meeting, until a quorum
shall be present.

Section 2.09. MANNER OF ACTING. The act of a majority of the directors present
at any meeting of the Board of Directors at which a quorum is present shall be
the act of the Board of Directors, unless a greater number is required by law or
by the Articles of Incorporation or by these Bylaws. Any action which might be
taken at a meeting of the Board of Directors may be taken without a meeting if
done in writing signed by all of the Directors. Directors may participate in a
meeting through the use of video conference or conference telephone so long as
all directors can hear one another. Telephonic participation in a meeting shall
constitute presence in person at the meeting.

COMMITTEES

Section 3.01. COMMITTEES. The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, designate an Executive Committee
and one or more other committees consisting of three or more directors who will
serve at the pleasure of the board. Each committee shall have all the authority
of the board, except as expressly limited by the Board of Directors or by the
laws of the State of Minnesota.

Section 3.02. TENURE. Any vacancy occurring in the regular or alternate
membership of a Committee may be filled for the remainder of the term by the
Board of Directors.

Section 3.03. REGULAR MEETINGS. Regular meetings of a Committee may be held
without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.

Section 3.04. SPECIAL MEETINGS. Special meetings of a Committee may be called by
the Chairman or the President and, upon request by any two members of a
Committee, shall be called by the Chairman or the President.

Section 3.05. NOTICE OF SPECIAL MEETINGS. Notice of each special meeting of a
Committee shall be given by personal notice of the time and place of such
meeting received by each member of the Committee at least six hours prior to
such meeting or by written notice mailed to or served upon each member at least
twenty-four hours prior to such meeting, and such special meeting shall be held
at such time and place as shall be specified in such notice. Notice of a special
meeting may be waived by any member of the Committee. A special meeting of the
Committee may also be held without written notice or call at such time and place
as shall be fixed by the consent in writing of all of the members of the
Committee given before, at or after such meeting.

<PAGE>

Section 3.06. QUORUM. A majority of the whole of any Committee designated by the
Board shall constitute a quorum for the transaction of any business at any
meeting of such Committee.

Section 3.07. MANNER OF ACTING. The act of a majority of the members present at
any meeting of a Committee at which a quorum is present shall be the act of the
Committee. Any action which might be taken at a meeting of the Committee may be
taken without a meeting if done in writing signed by all of the members of the
Committee. Committee members may participate in a meeting through the use of
video conference or conference telephone so long as all directors can hear one
another. Telephonic participation in a meeting shall constitute presence in
person at the meeting.

Section 3.08. RECORDS. The Committee shall keep a record of its proceedings and
shall make such report to the Board of Directors of its actions as may be
required by the Board of Directors.

OFFICERS

Section 4.01. ELECTION. The Board of Directors may elect from among its members
a Chairman, who shall be designated by the Board of Directors as the Chairman or
Chairman of the Board. The Chairman shall be an officer. The other officers of
the Company shall consist of a President, who shall be elected from among the
members of the Board of Directors, one or more Vice Presidents, a Secretary, and
a Treasurer. Any one or more Vice Presidents may be designated Executive Vice
President, Senior Vice President, Second Vice President, or Assistant Vice
President as the Board of Directors may determine. All of the foregoing officers
shall be elected annually by the Board of Directors at its first meeting after
the annual meeting of the Company in each year, except that the office of
Chairman or any vacancy in any office may be filled prior to the next annual
election by the Board of Directors at any regular or special meeting of the
Board of Directors. Officers other than the foregoing may from time to time be
elected by the Board of Directors or by the Executive Committee at any regular
or special meeting of the Board of Directors or the Executive Committee. Any two
or more offices, except those of President and Secretary, may be held by the
same person.

Section 4.02. APPOINTMENT. The Chief Executive Officer, subject to approval by
the Board of Directors or the Executive Committee, may from time to time appoint
one or more regional or other Vice Presidents and may prescribe their duties and
powers and the period of appointment to be held by each. Such Vice Presidents
shall not, by virtue of their appointment, be officers of the Company, nor shall
they be included in the term "Vice President" as that term is used in any By-Law
or in any resolution of the Board of Directors or of the Executive Committee.

Section 4.03. TENURE. Each officer of the Company shall hold office until his or
her successor is elected and qualifies, provided that each officer shall serve
at the pleasure of, and may be removed with or without cause at any time by, the
Board of Directors.

<PAGE>

Section 4.04. COMPENSATION. All salaries and other compensation of officers,
except Assistant Secretaries and Assistant Treasurers, shall be fixed by the
Board of Directors, the Executive Committee or by such other committee or such
officer or officers as shall be designated from time to time by the Board of
Directors.

Section 4.05. CHIEF EXECUTIVE Officer The Board of Directors shall designate the
Chairman or the President as the Chief Executive Officer of the Company. If
there is no Chairman, the President shall be the Chief Executive Officer. The
Chief Executive Officer shall have the general powers and duties of the
management and supervision usually vested in and imposed upon the chief
executive officer of a corporation.

Section 4.06. CHAIRMAN. The Chairman shall preside at all meetings of the Board
of Directors and shall perform such other duties and have such other authority
as the Board of Directors may from time to time prescribe.

Section 4.07. PRESIDENT. The President shall perform such duties and have such
authority as the Board of Directors, the Executive Committee, or the Chairman
may from time to time prescribe. If the Chairman is the Chief Executive Officer,
then the President shall be the Chief Operating Officer of the Company. If there
be a Chairman and he shall be absent or if there shall be no Chairman, the
President shall perform the duties and have the authority of the Chairman.

Section 4.08. VICE PRESIDENTS. The Vice Presidents shall perform such duties and
have such powers as the Board of Directors, the Executive Committee, or the
Chief Executive Officer of the Company may from time to time prescribe. In the
absence of the Chairman and the President, Vice Presidents shall perform the
duties and have the authority of the President in the order prescribed by the
Board of Directors or the Executive Committee.

Section 4.09. SECRETARY. The Secretary shall keep the minutes of the meetings of
the Company and of the Board of Directors, and shall cause all notices of
meetings of the Company and the Board of Directors to be duly given in
accordance with the provisions of these Bylaws or as required by law. The
Secretary shall in general perform all duties usually incident to the office of
secretary.

Section 4.10. TREASURER. The Treasurer shall have the custody of the funds and
securities of the Company under the direction of the Board of Directors and the
Executive Committee, shall deposit all moneys of the Company that may come into
his hands to the credit of the Company in such depositories as are authorized or
approved by the Board of Directors or the Executive Committee, and shall see
that all expenditures are duly authorized and evidenced by proper receipts and
vouchers. The Treasurer shall in general perform all duties usually incident to
the office of treasurer.

Section 4.11. ASSISTANT SECRETARIES. The Board of Directors or the Executive
Committee may elect one or more Assistant Secretaries, who shall perform such
duties as the Board of Directors the Executive Committee, or the chief executive
officer of the Company may from time to time prescribe. In the absence of the
Secretary, his or her duties shall devolve upon such officer or officers as
designated by the chief executive officer of the Company.

<PAGE>

Section 4.12. ASSISTANT TREASURERS. The Board of Directors or the Executive
Committee may elect one or more Assistant Treasurers, who shall perform such
duties as the Board of Directors, Executive Committee, or the chief executive
officer of the Company may from time to time prescribe. In the absence of the
Treasurer, his duties shall devolve upon such officer or officers as designated
by the chief executive officer of the Company.

Section 4.13. DUTIES AND AUTHORITY. All officers of the Company shall be subject
to the supervision and direction of the Board of Directors and the Executive
Committee and, in addition to the foregoing duties and authority, shall perform
such duties and have such authority as the Board of Directors, the Executive
Committee, the Chairman or the President may from time to time prescribe.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 5.01. INDEMNIFICATION. To the full extent permitted by Minnesota
Statutes, Section 300.083, as amended from time to time, or by other provisions
of law, each person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, wherever
brought, whether civil, criminal, administrative or investigative, by reason of
the fact that he or she is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Company against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding. The indemnification provided by this Section shall continue as to a
person who has ceased to be director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such person and
shall apply whether or not the claim against such person arises out of matters
occurring before the adoption of this Bylaw.

INSTRUMENTS

Section 6.01. POLICIES. All insurance and annuity policies, and amendments and
agreements relating thereto, shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary, or, in their absence,
by two directors. The signatures may be facsimile signatures.

Section 6.02. CONTRACTS AND COMMISSION AGREEMENTS WITH FIELD FORCE. Contracts
and commission agreements with any member of the field force or any employee
thereof shall be signed or approved by the Chairman, the President, a Vice
President, or by any other officer or employee of the Company designated by the
Board of Directors or the Executive Committee to sign or approve such documents.

Section 6.03. CHECKS AND DRAFTS. All checks and drafts drawn upon depositories
of the Company shall be signed as prescribed from time to time by the Board of
Directors or the Executive Committee.

<PAGE>

Section 6.04. INVESTMENT AND MORTGAGES. All note, bond, stock or other
securities purchase agreements and security, mortgage, or real estate commitment
letters, and amendments thereto, deeds and leases, and assignments, releases, or
partial releases, or payment or performance moratoriums of any mortgages, debt
obligations or other security interests held by the Company shall be signed by
the Chairman, the President, a Vice President, the Secretary, or the Treasurer,
or shall be signed by such other person or persons as may be designated from
time to time by the Board of Directors.

Section 6.05. STOCK CERTIFICATES. All certificates of stock shall be signed by
the Chairman or the President or a Vice President and by the Secretary or an
Assistant Secretary of the Company, but when a certificate is signed by a
transfer agent or registrar appointed by the Board of Directors, the signature
of any such corporate officer and the corporate seal upon such certificate may
be facsimiles, engraved or printed.

Section 6.06. OTHER INSTRUMENTS. All other contracts and written instruments of
any kind not previously described shall be signed by one of the following
officers: The Chairman, the President, a Vice President, the Secretary, or the
Treasurer, or by any other officer or employee of the Company as shall be so
empowered by the Board of Directors or the Executive Committee, or by such other
person or persons as may be designated from time to time by the Board of
Directorsor the Executive Committee.

Section 6.07. SEAL. The seal of the Company may be affixed to any instrument
requiring a seal and may be duly attested by any officer of the Company.

Section 6.08. SIGNATURES OF VICE PRESIDENTS. Any officer with the designation of
Vice President, such as an Executive Vice President, Senior Vice President,
Second Vice President or an Assistant Vice President shall have all the rights
and powers of a Vice President in the execution of instruments as provided in
these Bylaws.

AMENDMENTS

Section 7.01. AMENDMENTS OF BYLAWS. The Board of Directors shall have authority
to make and alter the Bylaws of the Company, subject to the power of the
shareholders to change or repeal such Bylaws.

PARTICIPATION AGREEMENT
-----------------------
among

VARIABLE INSURANCE PRODUCTS FUND
--------------------------------

FIDELITY DISTRIBUTORS CORPORATION
---------------------------------

and

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
--------------------------------------------

THIS AGREEMENT, made and entered into this 16th day of March, 1988 by
and among NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY (hereinafter the
"Company") on its own behalf and on behalf of NWNL SELECT VARIABLE ACCOUNT
Separate Account (hereinafter the "Account"), segregated asset account of the
Company, and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts (hereinafter
the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the
"Underwriter").

WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation agreements
substantially identical to this Agreement (hereinafter "Participating Insurance
Companies"); and

-1-

WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio" and representing the interest in
a particular managed portfolio of securities and other assets; and

WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated October 15, 1985 (File No. 812-6102), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Act of 1940, as amended, (hereinafter
the "1940 Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the
extent necessary to permit shares of the Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and

WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly
registered as an investment adviser under the federal Investment Advisers Act of
1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register certain variable
annuity contracts under the 1933 Act; and

WHEREAS, the Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company on November 12, 1981, to set aside and invest assets attributable to
the aforesaid variable annuity contracts; and

-2-

WHEREAS, the Company has registered or will register the Account as a
unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange commission under the Securities Exchange Act of 1934, as
amended, (hereinafter the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of the Account to fund certain of the aforesaid variable annuity contracts and
the Underwriter is authorized to sell such shares to unit investment trusts such
as the Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:

ARTICLE I. SALE OF FUND SHARES

1.1. The Underwriter agrees to sell to the Company those shares of the
Fund which the Account orders, executing such orders on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of the order
for the shares of the Fund. For purposes of this Section 1.1, the Company shall
be the designee of the Fund for receipt of such orders from the Account and
receipt by such designee shall constitute receipt by the Fund; provided that the
Fund receives notice of such order by 9:30a.m. Boston time on the next
following Business Day. "Business Day" shall mean any day on which the New York
Stock Exchange is open for trading and on which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission.

-3-

1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Account on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use
reasonable efforts to calculate such net asset value on each day which the New
York Stock Exchange is open for trading. Notwithstanding the foregoing, the
Board of Trustees of the Fund (hereinafter the "Trustees") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Trustees
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund will be
sold only to Participating Insurance Companies and their separate accounts. No
shares of any Portfolio will be sold to the general public.

1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Sections 2.5 and 2.12 of
Article II of this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Fund for receipt of
requests for redemption from the Account and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice of such
request for redemption on the next following Business Day.

-4-

1.6. The Company agrees to purchase and redeem the shares of each
Portfolio offered by the then current prospectus of the Fund and in accordance
with the provisions of such prospectus. The Company agrees that all net amounts
available under the variable annuity contracts with the form number(s) which are
listed on an attached hereto and incorporated herein by this reference,
as such Schedule A may be amended from time to time hereafter by mutual written
agreement of all the parties hereto, (the "Contracts") shall be invested in the
Fund, in such other Funds advised by the Adviser as may be mutually agreed to in
writing by the parties hereto, or in the Company's general account, provided
that such amounts may also be invested in an investment company other than the
Fund if (a) such other investment company, or series thereof, has investment
objectives or policies that are substantially different from the investment
objectives and policies of all the Portfolios of the Fund; or (b) the Company
gives the Fund and the Underwriter 45 days written notice of its intention to
make such other investment company available as a funding vehicle for the
Contracts; or (c) such other investment company was available as a funding
vehicle for the Contracts prior to the date of this Agreement and the Company so
informs the Fund and Underwriter prior to their signing this Agreement; or (d)
the Fund or Underwriter consents to the use of such other investment company.
The fund and the Underwriter hereby consent to the utilization of the following
registered investment companies as additional funding vehicles for the
contracts: Select High Yield Fund, Inc., Select Capital Growth Fund, Inc.,
Select Cash Management Fund, Inc., and Select Managed Fund, Inc..

1.7. The Company shall pay for Fund shares on the next Business Day
after an order to purchase Fund shares is made in accordance with the provisions
of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.
For purpose of Sections 2.10 and 2.11, upon receipt by the Fund of the federal
funds so wired, such funds shall cease to be the responsibility of the Company
and shall become the responsibility of the Fund.

-5-

1.8. Issuance and transfer of the Funds' shares will be by book entry
only. Stock certificates will not be issued to the Company or the Account.
Shares ordered from the Fund will be recorded in an appropriate title for the
Account or the appropriate subaccount of the Account.

1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Funds' shares. The Company hereby
elects to receive all such dividends and distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and to receive all such dividends and
distributions in cash. The Fund shall notify the Company of the number of shares
so issued as payment of such dividends and distributions.

1.10. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 7 p.m. Boston
time.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are or
will be registered under the 1933 Act; that the Contracts will be issued and
sold in compliance in all material respects with all applicable Federal and
State laws and that the sale of the Contracts shall comply in all material
respects with state insurance suitability requirements. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established the Account prior to any issuance or sale thereof as a segregated
asset account under Section 61A.13 of the Minnesota Insurance Code and has
registered or, prior to any issuance or sale of the Contracts, will register

-6-

the Account as a unit investment trust in accordance with the provisions of the
1940 Act to serve as a segregated investment account for the Contracts.

2.2. The Fund represents and warrants that Fund shares sold pursuant to
this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the Commonwealth of
Massachusetts and all applicable federal and state securities laws and that the
Fund is and shall remain registered under the 1940 Act. The Fund shall amend the
Registration Statement for its shares under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares. The Fund shall register and qualify the shares for sale in accordance
with the laws of the various states only if and to the extent deemed advisable
by the Fund or the Underwriter.

2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.

2.4. The Company represents that the Contracts are currently treated as
endorsement or annuity insurance contracts, under applicable provisions of the
Code, and that it will make every effort to maintain such treatment and that it
will notify the Fund and the Underwriter immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.

2.5. The Fund currently does not intend to make any payments to
finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or

-7-

otherwise, although it may make such payments in the future. The Fund has
adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no
payments for distribution expenses. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a
board of trustees, a majority of whom are not interested persons of the Fund,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.

2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of Minnesota and the Fund and the Underwriter represent that their
respective operations are and shall at all times remain in material compliance
with the laws of the State of Minnesota to the extent required to perform this
Agreement.

2.7. The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Minnesota and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.

2.8. The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.

2.9. The Underwriter represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable

-8-

federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the laws of
the State of Minnesota and any applicable state and federal securities laws.

2.10. The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Section 17g-(1) of the Investment
Company Act of 1940 or related provisions as may be promulgated from time to
time. The aforesaid Bond shall include coverage for larceny and embezzlement and
shall be issued by a reputable bonding company.

2.11. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund, in an amount not less than the minimal coverage as required currently
by Section 17g-(1) of the Investment Act of 1940 or related provisions as may be
promulgated from time to time. The aforesaid Bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.

2.12. The Company represents and warrants it will not purchase Fund
shares with Account assets derived from the sale of Contracts to deferred
compensation plans with respect to service for state and local governments which
qualify under Section 457 of the federal Internal Revenue Code, as may be
amended, except that the company may continue purchasing shares for and
enrolling additional state and local employees under the companies existing
arrangements with state and local governments. The Company may purchase Fund

-9-

shares with Account assets derived from any sale of a Contract to any other type
of tax-advantaged employee benefit plan; PROVIDED however that such plan has no
more than 300 employees who are eligible to participate at the time of the first
such purchase hereunder by the Company of Fund shares derived from the sale
of such Contract.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1. The Underwriter shall provide the Company (at the Company's
expense) with as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund shall
provide such documentation (including a final copy of the new prospectus as set
in type at the fund's expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
for the Fund is amended) to have the prospectus for the Contracts and the Fund's
prospectus printed together in one document (such printing to be at the
Company's expense).

3.2. The Fund's prospectus shall state that the Statement of Additional
Information for the Fund is available from the Underwriter (or in the Fund's
discretion, the Prospectus shall state that such Statement is available from the
Fund), and the Underwriter (or the Fund), at its expense, shall print and
provide such Statement free of charge to the Company and to any owner of a
Contract or prospective owner who requests such statement.

3.3. The Fund, at its expense, shall provide the Company with copies of
its proxy material, reports to stockholders and other communications to
stockholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.

-10-

3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract Owners;
(ii) vote the Fund shares in accordance with instructions
received from Contract owners; and
(iii) vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of
such portfolio for which instructions have been
received:

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the Investment Company Act to require pass-through voting
privileges for variable contract owners. The Company reserves the right to vote
Fund shares held in any segregated asset account in its own right, to the extent
permitted by law. Participating Insurance Companies shall be responsible for
assuring that each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with the standards set forth
on Schedule B attached hereto and incorporated herein by this reference, which
standards will also be provided to the other Participating Insurance Companies.

3.5. The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund
is not one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of trustees and
with whatever rules the Commission may promulgate with respect thereto.

-11-

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material (a) in which the Fund or its investment adviser or the Underwriter is
named, and (b) to be used in connection with investment companies other than the
Fund which are used as a funding vehicle for the Contracts, at least fifteen
Business Days prior to its use. No such material specified in clause 4.1(a)
shall be used if the Fund or its designee object to such use within fifteen
Business Days after receipt of such material.

4.2 The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or its
designee or by the Underwriter, except with the permission of the Fund or the
Underwriter or the designee of either.

4.3. The Fund, Underwriter, or its designee shall furnish, or shall
cause to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least fifteen Business Days prior to its use.
No such material shall be used if the Company or its designee object to such use
within fifteen Business Days after receipt of such material.

4.4. The Fund and the Underwriter shall not give any information or
any representations on behalf of the Company or concerning the Company, the
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such

-12-

registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for the Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

4.5 The Fund will provide to the Company at least one complete copy of
all registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission
or other regulatory authorities.

4.6. The Company will provide to the Fund at least one complete copy
of all registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, sales literature
and other promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to the
Contracts or the Account, contemporaneously with the filing of such document
with the Securities and Exchange Commission.

4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of

-13-

any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.

ARTICLE V. FEES AND EXPENSES

5.1. The Fund and Underwriter shall pay no fee or other compensation
to the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter in
writing and such payments will be made out of existing fees otherwise payable to
the Underwriter, past profits of the Underwriter or other resources available to
the Underwriter. No such payments shall be made directly by the Fund. Currently,
no such payments are contemplated.

5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or state law,
all taxes on the issuance or transfer of the Fund's shares.

-14-

5.3. The Company shall bear the expenses of printing and distributing
the Fund's prospectus to owners of Contracts issued by the Company and of
distributing the Fund's proxy materials and reports to such Contract owners.

ARTICLE VI. DIVERSIFICATION

6.1. The Fund will at all times invest money from the Contracts in such
a manner as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817(h) of the
Code and Temporary Regulation Section 1.817-5T, dated, September 12, 1986
relating to the diversification requirements for variable annuity, endowment, or
life insurance contracts and any amendments or other modifications to such
Section or Regulations.

ARTICLE VII. POTENTIAL CONFLICTS

7.1. The Board of Trustees of the Fund (the "Board") will monitor the
Fund for the existence of any material irreconcilable conflict between the
interests of the contract owners of all separate accounts investing in the Fund.
An irreconcilable material conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory authority; (b) a
change in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any Portfolio
are being managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of contract owners. The Board
shall promptly inform the Company if it determines that an irreconcilable
material conflict exists and the implications thereof.

-15-

7.2. The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.

7.3. If it is determined by a majority of the Board, or a majority of
its disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected contract owners and, as appropriate, segregating the assets of
any appropriate group (I.E., annuity contract owners, life insurance contract
owners or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2), establishing a new
registered management investment company or managed separate account.

-16-

the Company may be required, at the Fund's election, to withdraw the Account's
investment in the Fund and terminate this Agreement; provided, however that such
withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Any such withdrawal and termination must
take place within six (6) months after the Fund gives written notice that this
provision is being implemented, and until the end of that six month period the
Underwriter and Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.

7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of the other state regulators, then the Company will withdraw the
Account's investment in the Fund and terminate this Agreement within six months
after the Board informs the Company in writing that it has determined that such
decision has created an irreconcilable material conflict; provided, however,
that such withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a majority of
the disinterested members of the Board. Until the end of the foregoing six month
period, the Underwriter and Fund shall continue to accept and implement orders
by the Company for the purchase (and redemption) of shares of the Fund.

-17-

irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

8.1(a). The Company agrees to indemnify and hold harmless the
Fund and each of its Trustees and officers and each person, if any, who controls
the Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1)

-18-

against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Company) or litigation (including
legal and other expenses), to which the Indemnified Parties may become subject
under any statute, regulation, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
or settlements are related to the sale or acquisition of the Fund's shares or
the Contracts and:

(i) arise out of or are based upon any untrue statements
or alleged untrue statements of any material fact
contained in the Registration Statement or prospectus
for the Contracts or contained in the Contracts or
sales literature for the Contracts (or any amendment
or supplement to any of the foregoing), or arise out
of or are based upon the omission or the alleged
omission to state therein a material fact required to
be stated therein or necessary to make the statements
therein not misleading, provided that this agreement
to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged
statement or omission was made in reliance upon and
in conformity with information furnished to the
Company by or on behalf of the Fund for use in
the Registration Statement or prospectus for the
Contracts or in the Contracts or sales literature (or
any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund
shares; or
(ii) arise out of or as a result of statements or
representations (other than statements or
representations

-19-

contained in the Registration Statement,
prospectus or sales literature of the Fund not
supplied by the Company, or persons under its
control) or wrongful conduct of the Company or
persons under its control, with respect to the sale
or distribution of the Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a
Registration Statement, prospectus, or sales
literature of the Fund or any amendment thereof or
supplement thereto or the omission or alleged
omission to state therein a material fact required to
be stated therein or necessary to make the statements
therein not misleading if such a statement or
omission was made in reliance upon information
furnished to the Fund by or on behalf of the Company;
or
(iv) arise as a result of any failure by the Company to
provide the services and furnish the materials under
the terms of this Agreement; or
(v) arise out of or result from any material breach of
any representation and/or warranty made by the
Company in this Agreement or arise out of or result
from any other material breach of this Agreement by
the Company, as limited by and in accordance with the
provisions of Sections 8.1(b) and 8.1 (c) hereof.

8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross

-20-

negligence in the performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations or duties under this
Agreement or to the Fund, whichever is applicable.

8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at its own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the
party named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Company will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.

-21-

8.2. INDEMNIFICATION BY THE UNDERWRITER

8.2(a). The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or the
Contracts and:

(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the
Registration Statement or prospectus or sales literature of
the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact to be
stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall
not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in
reliance upon and in conformity with information furnished to
the Underwriter or Fund by or on behalf of the Company for use

-22-

in the Registration Statement or prospectus for the Fund or in
sales literature (or any amendment or supplement) or otherwise
for use in connection with the sale of the Contracts or Fund
shares: or
(ii) arise out of or as a result of statements or representa-
tions (other than statements or representations contained
in the Registration Statement, prospectus or sales literature
for the Contracts not supplied by the Underwriter or persons
under its control) or wrongful conduct of the Fund, Adviser or
Underwriter or persons under their control, with respect to
the sale or distribution of the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature covering the
Contracts, or any amendment thereof or supplement thereto, or
the omission or alleged omission to state therein a material
fact to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement
or omission was made in reliance upon information furnished
to the Company by or on behalf of the Fund; or
(iv) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms of
this Agreement (including a failure, whether unintentional or
in good faith or otherwise, to comply with the diversification
requirements specified in Article VI of this Agreement) ; or

-23-

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter;

as limited by and in accordance with the provisions of Sections 8.2(b)
and 8.2(c) hereof.

8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company or the Account, whichever is applicable.

8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified

-24-

Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of the Account.

8.3. INDEMNIFICATION BY THE FUND

8.3(a). The Fund agrees to indemnify and hold harmless the Company and
each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements result from the gross
negligence, bad faith or willful misconduct of the Trustees any member thereof,
are related to the operations of the Fund and:
(i) arise as a result of any failure by the Fund to
provide the services and furnish the materials under
the terms of this Agreement (including a failure to
comply with the diversification requirements
specified in Article VI of this Agreement);or

-25-

(ii) arise out of or result from any material breach of
any representation and/or warranty made by the Fund
in this Agreement or arise out of or result from any
other material breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

8.3(b). The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company, the Fund, the Underwriter or the Account, whichever is applicable.

-26-

defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party dependently in connection with the defense thereof other than
reasonable costs of investigation.

8.3(d). The Company and the Underwriter agree promptly to notify the
Fund of the commencement of any litigation or proceedings against it or any of
its respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, the operation of the Account, or the sale or
acquisition of shares of the Fund.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

9.2. This Agreement shall be subject to the provisions of the 1933,
1934, and 1940 acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.

ARTICLE X. TERMINATION

-27-

(b) at the option of the Company to the extent that shares of
Portfolios are not reasonably available to meet the requirements of the
Contracts as determined by the Company, provided however, that such termination
shall apply only to the Portfolio(s) not reasonably available. Prompt notice of
the election to terminate for such cause shall be furnished by the Company; or
(c) at the option of the Fund in the event that formal
administrative proceedings are instituted against the Company by the National
Association of Securities Dealers, Inc. ("NASD"), the Securities and Exchange
Commission, the Insurance Commissioner or any other regulatory body regarding
the Company's duties under this Agreement or related to the sale of the
Contracts, the operation of the Account, or the purchase of the Fund shares,
provided, however, that the Fund determines in its sole judgment exercised in
good faith, that any such administrative proceedings will have a material
adverse effect upon the ability of the Company to perform its obligations under
this Agreement; or
(d) at the option of the Company in the event that formal
administrative proceedings are instituted against the Fund or Underwriter by the
NASD, the Securities and Exchange Commission, or any state securities or
insurance department or any other regulatory body, provided, however, that the
Company determines in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon the ability
of the Fund or Underwriter to perform its obligations under this Agreement; or
(e) upon requisite vote of the Contract owners having an
interest in the Account (or any subaccount) to substitute the shares of another
investment company for the corresponding Portfolio shares of the Fund in
accordance with the terms of the Contracts for which those Portfolio shares had
been selected to serve as the underlying investment

-28-

media. The Company will give 30 days' prior written notice to the Fund of the
date of any proposed vote to replace the Fund's shares; or
(f) at the option of the Company, in the event any of the
Fund's shares are not registered, issued or sold in accordance with applicable
state and/or federal law or such law precludes the use of such shares as the
underlying investment media of the Contracts issued or to be issued by the
Company; or
(g) at the option of the Company, if the Fund ceases to
qualify as a Regulated Investment Company under Subchapter M of the Code or
under any successor or similar provision, or if the Company reasonably believes
that the Fund may fail to so qualify; or
(h) at the option of the Company, if the Fund fails to meet
the diversification requirements specified in Article VI hereof; or
(i) at the option of either the Fund or the Underwriter, if
(1) the Fund or the Underwriter, respectively, shall determine, in their sole
judgment reasonably exercised in good faith, that the Company has suffered a
material adverse change in its business or financial condition or is the subject
of material adverse publicity and such material adverse change or material
adverse publicity will have a material adverse impact upon the business and
operations of either the Fund or the Underwriter, (2) the Fund or the
Underwriter shall notify the Company in writing of such determination and its
intent to terminate this Agreement, and (3) after considering the actions taken
by the Company and any other changes in circumstances since the giving of such
notice, such determination of the Fund or the Underwriter shall continue to
apply on the sixtieth (60th) day following the giving of such notice, which
sixtieth day shall be the effective date of termination; or

-29-

(j) at the option of the Company, if (1) the Company shall
determine, in its sole judgment reasonably exercised in good faith, that either
the Fund or the Underwriter has suffered a material adverse change in its
business or financial condition or is the subject of material adverse publicity
and such material adverse change or material adverse publicity will have a
material adverse impact upon the business and operations of the Company, (2) the
Company shall notify the Fund and the Underwriter in writing of such
determination and its intent to terminate the Agreement, and (3) after
considering the actions taken by the Fund and/or the Underwriter and any other
changes in circumstances since the giving of such notice, such determination
shall continue to apply on the sixtieth (60th) day following the giving of such
notice, which sixtieth day shall be the effective date of termination; or
(k) at the option of either the Fund or the Underwriter, if
the Company gives the Fund and the Underwriter the written notice specified in
Section 1.6(b) hereof and at the time such notice was given there was no notice
of termination outstanding under any other provision of this Agreement;
provided, however any termination under this Section 10.1(k) shall be effective
forty five (45) days after the notice specified in Section 1.6(b) was given.

10.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 10.1(a) may be exercised for any
reason or for no reason.

-30-

(a) In the event that any termination is based upon the
provisions of Article VII, or the provision of Section 10.1(a) , 10.1(i) ,
10.1(j) or 10.1(k) of this Agreement, such prior written notice shall be given
in advance of the effective date of termination as required by such provisions;
and
(b) In the event that any termination is based upon the
provisions of Section 10.1(c) or 10.1(d) of this Agreement, such prior written
notice shall be given at least ninety (90) days before the effective date of
termination.

10.4. EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts. The parties agree
that this Section 10.4 shall not apply to any terminations under Article VII
and the effect of such Article VII terminations shall be governed by Article VII
of this Agreement.

10.5. The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as necessary to implement Contract Owner initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (hereinafter referred
to as a Legally Required Redemption").

-31-

Upon request, the Company will promptly furnish to the Fund and the Underwriter
the opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) to the effect that any redemption
pursuant to clause (ii) above is a Legally Required Redemption. Furthermore,
except in cases where permitted under the terms of the Contracts, the Company
shall not prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or the
Underwriter 90 days notice of its intention to do so.

ARTICLE XI. NOTICES

Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
If to the Company:
20 Washington Avenue South
Minneapolis, MN 55440
Attention: Karl Wolf, Esquire
If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

-32-

ARTICLE XII. MISCELLANEOUS

12.1 All persons dealing with the Fund must look solely to the property
of the Fund for the enforcement of any claims against the Fund as neither the
Trustees, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund.

12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the Contracts and all information reasonably identified as confidential in
writing by any other party hereto and, except as permitted by this Agreement,
shall not disclose, disseminate or utilize such names and addresses and other
confidential information without the express written consent of the affected
party until such time as it may come into the public domain.

12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.5 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

-33-

Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the variable insurance
product operations of the Company are being conducted in a manner consistent
with the California Variable Life Insurance Regulations and any other applicable
law or regulations.

12.7 The Fund and Underwriter agree that to the extent any advisory or
other fees received by the Fund, the Underwriter or the Adviser are determined
to be unlawful in legal or administrative proceedings under the 1973 NAIC model
variable life insurance regulation in the states of Colorado, Maryland,
Massachusetts, Michigan or Pennsylvania, the Underwriter shall indemnify and
reimburse the Company for any out of pocket expenses and actual damages the
Company has incurred as a result of any such proceeding; provided however that
the provisions of Section 8.2(b) of this and 8.2(c) shall apply to such
indemnification and reimbursement obligation. Such indemnification and
reimbursement obligation shall be in addition to any other indemnification and
reimbursement obligations of the Fund and/or the Underwriter under this
Agreement.

12.8. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.

-34-

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.

Company:
By its authorized officer,

NORTHWESTERN NATIONAL LIFE INSURANCE
COMPANY

SEAL By: /s/ Michael J. Dubes
Title: Senior Vice President, Ind. Ins.
Date:

Company:
By its authorized officer,

SEAL By: /s/ Michael S. Fischer
Title: 2nd V.P. & Assistant General
Counsel--Individual
Date:

-35-

Fund:
By its authorized officer,

VARIABLE INSURANCE PRODUCTS FUND
By its authorized officer,

SEAL By: /s/ John L. O'Brien
Title: Senior Vice President
Date: 4-11-88

Underwriter:

FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,

SEAL By: /s/ John L. O'Brien
Title: President
Date: 4-11-88

-36-

<PAGE>

SCHEDULE A
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

-37-

<PAGE>

SCHEDULE B
PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.

1. The number of proxy proposals is given to the Company by the
Underwriter as early as possible before the date set by the Fund for
the shareholder meeting (the "Record Date") to facilitate the
establishment of tabulation procedures. At this time the Underwriter
will inform the Company of the Record, Mailing and Meeting dates. This
will be done verbally approximately two months before meeting.

2. Promptly after the Record Date, the Company will perform a "tape run",
or other activity, which will generate the names, addresses and number
of units/shares which are attributed to each contractowner/
policyholder (the "Customer") as of the Record Date. Allowance should
should be made for account adjustments made after this date that could
affect the status of the Customers' accounts as of the Record Date.

Note: The number of voting instruction cards is determined by the
activities described in Step #2. The Company will use its best
efforts to call in the number of Customers to Fidelity, as
soon as possible, but no later than two weeks after the Record
Date.

3. The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of a proxy
statement. Underwriter will provide at least one copy of the last
Annual Report to the Company.

-1-

4. The text and format for the Voting Instruction Cards ("Cards" or
"Card") is provided to the Company by the Fund. The Company, at its
expense, shall produce and personalize the Voting Instruction Cards
with the name, address, and number of units/shares for each customer.
(This and related steps may occur later in the chronological process
due to possible uncertainties relating to the proposals.)

5. Company will, at its expense, print account information on the Cards.

6. Allow approximately 2-4 business days for printing information on the
Cards. Information commonly found on the Cards includes:

a. name (legal name as found on account registration)
b. address
c. Fund or account number
d. coding to state number of shares/units (depends upon tabula-
tion process used by the computer system, i.e., whether or not
system knows number of shares held just by "reading" the
account number)
e. individual Card number for use in tracking and verification of
votes (already on Cards as printed by the Fund)

Note: When the Cards are printed by the Fund, each Card is
numbered individually to guard against potential
Card/vote duplication.

7. During this time, the Legal Department of the Underwriter or its
affiliate ("Fidelity Legal") will develop, produce, and the Fund will
pay for the Notice of Proxy and the Proxy Statement (one document).
Printed and folded notices and statements will be sent to Company for
insertion into envelopes (envelopes and return envelopes are provided
and paid for by the Insurance Company). Contents of envelope sent to
Customers by Company will include:

a. Voting Instruction Card
b. proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent

-2-

d. "urge buckslip" - optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as
quickly as possible and that their vote is important. One copy
will be supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by Fidelity Legal.

8. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews
and approves the contents of the mailing package to ensure correctness
and completeness. Copy of this approval sent to Fidelity Legal.

9. Package mailed by the Company.

* The Fund MUST allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended,
but not necessary, to receive a proper response percentage.)
Solicitation time is calculated as days from (but NOT
including) the meeting, counting backwards.

** If the Customers were actually the shareholders, at least 50%
of the outstanding shares must be represented and 66 2/3% of
that 50% must have voted affirmatively on the proposals to
have an effective vote. HOWEVER, since the Company is the
shareholder, the Customers' votes will (except in certain
limited circumstances) be used to dictate how the Company will
vote.

10. Collection and tabulation of Cards begins. Tabulation usually takes
place in another department or another vendor depending on process
used. An often used procedure is to sort Cards on arrival into vote
categories of all yes, no, or mixed replies, and to begin data entry.

* Postmarks are not generally needed. A need for postmark
information would be due to an insurance company's internal
procedure and has not been required by Fidelity in the past.

-3-

11. Signatures on Card checked against legal name on account registration
which was printed on the Card.

* This verifies whether an individual has signed correctly for
self with the same name as is on the account registration.

For Example:

If the account registration is under "Bertram C. Jones,
Trustee," then that is the exact legal name to be printed on
the Card and is the signature needed on the Card.

12. If Cards are mutilated, or for any reason are illegible or are not
signed properly, they are sent back to Customer with an explanatory
letter, a new Card and return envelope. The mutilated or illegible Card
is disregarded and considered to be NOT RECEIVED for purposes of vote
tabulation. Any Cards that have "kicked out" (e.g., mutilated,
illegible) of the procedure are "hand verified," i.e., examined as to
why they did not complete the system. Any questions on those Cards are
usually remedied individually.

13. There are various control procedures used to ensure proper tabulation
of votes and accuracy of that tabulation. The most prevalent is to sort
the Cards as they first arrive into categories depending upon their
vote; an estimate of how the vote is progressing may be calculated. If
the initial estimates and the actual vote do not coincide, then an
internal audit of that vote should occur. This may entail a recount.

14. The actual tabulation of votes is done in units and in shares. (It is
very important that the Fund receives the tabulations stated in terms
of a percentage and the number of SHARES.)

-4-

15. Final tabulation in shares is verbally given by the Company to the
Legal Department on the morning of the meeting by 10:00 a.m. Boston
time.

16. Vote is verified by the Company and is sent to Fidelity Legal.

17. Company then votes its proxy in accordance with the votes received from
the Customers the morning of the meeting (except in limited
circumstances as may be otherwise required by law). A letter
documenting the Company's vote is supplied by Fidelity Legal and is
sent to officer of company for his signature. This letter is normally
sent after the meeting has taken place.

18. The Company will be required to box and archive the Cards received from
the Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, Fidelity will
be permitted reasonable access to such Cards.

19. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.

20. During tabulation procedures, the Fund and Company determine if a
resolicitation is required and what form that resolicitation should
take, whether it should be by a mailing, or by recorded telephone line.
A resolicitation is considered when the vote response is slow and it
appears that not enough votes would be received by the meeting date.
The meeting could be adjourned to leave enough time for the
resolicitation.

A determination is made by the Company and the Fund to find the most
cost effective candidates for resolicitation. These are Customers who
have not yet voted, but whose balances are large enough to bring in the
required vote with minimal costs.

-5-

a. By mail: Fidelity Legal amends the voting instruction cards,
if necessary, and writes a resolicitation letter. The Fund
supplies these to the Company. The Company generates a mailing
list etc., as per step 2 onward.
b. By phone: Rarely used. This must be done on a recorded line.
Fidelity Legal and the Fund will supply the necessary
procedures and script if a phone resolicitation were to be
required.

-6-

<PAGE>

AMENDMENT NO. 2

Amendment to the Participation Agreement among Northwestern National
Life Insurance Company (the "Company"), Variable Insurance Products Fund (the
"Fund") and Fidelity Distributors Corporation (the "Underwriter") dated March
16, 1988 (the Agreement").

WHEREAS, each of the parties is desirous of expanding the ability of
Company to participate in the qualified markets, the Company, the Underwriter
and the Fund hereby agree to amend the Agreement by deleting from Section 1.4
the reference to Section 2.12 and by deleting Section 2.12 in its entirety.

In witness whereof, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of November 1, 1991.

NORTHWESTERN NATIONAL FIDELITY DISTRIBUTORS CORPORATION
LIFE INSURANCE COMPANY

By: /s/ John A. Johnson By: /s/ Roger T. Servison

Name: John A. Johnson Name: Roger T. Servison

Title: Vice President and Actuary Title: President

VARIABLE INSURANCE PRODUCTS FUND

By: /s/ J. Gary Burkhead

Name: J. Gary Burkhead

Title: Senior Vice President

<PAGE>

AMENDMENT NO. 3

Amendment to the Participation Agreement among Northwestern National Life
Insurance Company (the "Company"), Variable Insurance Products Fund (the "Fund")
and Fidelity Distributors Corporation (the "Underwriter") dated March 16, 1988
(the "Agreement").

WHEREAS each of the parties desire to expand the ability of the Company to
develop and market Variable Life Insurance Policies and Variable Annuity
Contracts which have separate accounts using the Fund as the investment vehicle
for said separate accounts. The Company, Underwriter and Fund hereby agree to
amend Schedule A of the Agreement by inserting the following in its entirety:

2. Flexible Premium Variable Life Policy Contract Form No. 84-705, and
the state exceptions.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of
January 1993.

Northwestern National
Life Insurance Company

By:

Name:

Title:

Variable Insurance Products Fund

By:

Name:

Title:

Fidelity Distributors
Corporation

By:

Name:

Title:

<PAGE>

SCHEDULE A
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium Variable Life Policy Contract Form No. 84-705, and the
state exceptions.

<PAGE>

AMENDMENT NO. 4

Amendment to the Participation Agreement among Northwestern National Life
Insurance Company (the "Company"), Variable Insurance Products Fund (the "Fund")
and Fidelity Distributors Corporation (the "Underwriter") dated March 16, 1988
(the "Agreement").

3. Flexible Premium Variable Life Policy Contract Form No. 84-795, and
the state exceptions.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of June
___, 1993.

Northwestern National Life Insurance

By: /s/ Michael S. Fischer By: /s/ John Johnson

Name: Michael S. Fischer Name: John Johnson

Title: Second Vice President Title: Vice President and Actuary
and Asst. General Counsel

Variable Insurance Products Fund

By: /s/ J. Gary Burkhead

Name: J. Gary Burkhead

Title: Senior Vice President

Fidelity Distributors Corporation

By: /s/ Kurt Lange

Name: Kurt Lange

Title: President

<PAGE>

SCHEDULE A
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium Variable Life Policy Contract Form No. 84-705, and the
state exceptions.

3. Flexible Premium Variable Life Policy Contract Form No. 84-795, and the
state exceptions.

<PAGE>

AMENDMENT NO. 5

Amendment to the Participation Agreement among Northwestern National Life
Insurance Company (the "Company"), Variable Insurance Products Fund (the "Fund")
and Fidelity Distributors Corporation (the "Underwriter") dated March 16, 1988
(the "Agreement").

5. Flexible Premium Individual Deferred Retirement Annuity Contract Form
No. 84-420 and the state exceptions.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of August
30, 1993.

Northwestern National Life Insurance
Company

By: /s/ Michael S. Fischer

Name: Michael S. Fischer

Title: Second Vice President and Asst.
General Counsel

By: /s/ John A. Johnson

Name: John A. Johnson

Title: Vice President and Actuary
Individual Insurance

Variable Insurance Products Fund

By: /s/ J. Gary Burkhead

Name: J. Gary Burkhead

Title: Senior Vice President

Fidelity Distributors Corporation

By: /s/ Kurt A. Lange

Name: Kurt A. Lange

Title: President

<PAGE>

SCHEDULE A
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium, etc. (see Schedule B).

3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705,
and the state exceptions.

4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795,
and the state exceptions.

5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
84-420, and the state exceptions.

<PAGE>
AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT AMONG

VARIABLE INSURANCE PRODUCTS FUND

and

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

WHEREAS, NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY (the "Company"),
VARIABLE INSURANCE PRODUCTS FUND (the "Fund)" and FIDELITY DISTRIBUTORS
CORPORATION have previously entered into a Participation Agreement (the
"Agreement") containing certain arrangements concerning prospectus costs; and

WHEREAS, the Trustees of the Fund have approved certain changes to the
expense structure of the Fund; and

NOW, THEREFORE, the parties do hereby agree to amend the Agreement by
substituting the following arrangement in place of any inconsistent language in
the Participation Agreement, wherever found:

1. The Fund will provide to the Company each year, at the Fund's cost,
such number of prospectuses and Statements of Additional Information as are
actually distributed to the Company's then-existing variable life and/or
variable annuity contract owners.

2. If the Company takes camera-ready film or computer diskettes
containing the Fund's prospectus and/or Statement of Additional Information in
lieu of receiving hard copies of these documents, the Fund will reimburse the
Company in an amount computed as follows. The number of prospectuses and
Statements of Additional Information actually distributed to existing contract
owners by the Company will be multiplied by the Fund's actual per-unit cost of
printing the documents.

3. The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund in order to verify that
the prospectuses and Statements of Additional Information provided to the
Company, or the reimbursement made to the Company, are or have been used only
for the purposes set forth herein above.

IN WITNESS WHEREOF we have set our hand as of the 15th day of December,
1994.

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

By: /S/ JOHN JOHNSON By: /S/ DAVID F. HILL

Name: JOHN JOHNSON Name: DAVID F. HILL

Title: VICE PRESIDENT AND ACTUARY Title: SENIOR VICE PRESIDENT,
INDIVIDUAL INSURANCE
DIVISION

VARIABLE INSURANCE PRODUCTS FUND FIDELITY DISTRIBUTORS CORPORATION

By: /S/ J. GARY BURKHEAD By: /S/ KURT A. LANGE

Name: J. GARY BURKHEAD Name: KURT A. LANGE

Title: SENIOR VICE PRESIDENT Title: PRESIDENT

<PAGE>

AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT

Amendment No. 7 to the Participation Agreement among Northwestern National Life
Insurance Company (the "Company"), NWNL Select Variable Account, Variable
Insurance Products Fund (the "Fund)" and Fidelity Distributors Corporation (the
"Underwriter") dated March 16, 1988 (the "Agreement").

WHEREAS, each of the parties to the Agreement desires to expand the
ability of the Company to develop and market Variable Life Insurance Policies
and Variable Annuity Contracts which have separate accounts using the Fund as an
investment vehicle.

NOW, THEREFORE, the parties hereto agree to amend the Agreement as
follows:

1. The first paragraph on page 1 of the Agreement is amended by
inserting in the fourth line of said paragraph after the words
"VARIABLE ACCOUNT" the following words:

"and the NORTHSTAR/NWNL VARIABLE ACCOUNT."

2. Schedule A of the Agreement is amended by inserting in its
entirety the following:

"6. Flexible Premium Individual Deferred Retirement Annuity
Contracts Form Number 84-420 and state exceptions."

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative(s).

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

By: /S/ MICHAEL S. FISCHER
Michael S. Fischer
Title: Second Vice President and
Assistant General Counsel

By: /S/ JOHN A. JOHNSON
John A. Johnson
Title: Vice President and Actuary

VARIABLE INSURANCE PRODUCTS FUND

By: _______________________________________

Name: ____________________________________

Title: _____________________________________

FIDELITY DISTRIBUTORS CORPORATION

By: _______________________________________

Name: ____________________________________

Title: _____________________________________

<PAGE>

SCHEDULE A
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium, etc. (see Schedule B).

3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705,
and the state exceptions.

4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795,
and the state exceptions.

5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
84-420, and the state exceptions (Select Annuity III).

6. Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
84-420, and the state exceptions (Northstar Variable Annuity).

<PAGE>

AMENDMENT NO. 8

Amendment to the Participation Agreement among ReliaStar Life Insurance
Company (formerly Northwestern National Life Insurance Company) (the "Company"),
Variable Insurance Products Fund I (the "Fund") and Fidelity Distributors
Corporation (the "Underwriter") dated January 1, 1991(the "Agreement").

WHEREAS each of the parties desire to expand the ability of the Company
to develop and market Variable Life Insurance Policies and Variable Annuity
Contracts which have separate accounts using the Fund as the investment vehicle
for said separate accounts. The Company, Underwriter and Fund hereby agree to
amend Schedule A of the Agreement by inserting the following additional item
therein:

7. Survivorship Flexible Premium Variable Life Insurance Policy 85-230,
and the state exceptions.

and, upon making such insertion, replaces the existing Schedule A in its
entirety with the attached new Schedule A dated November 15, 1996.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of November 15, 1996.

ReliaStar Life Insurance Company

By: _______________________________________
Michael S. Fischer
Title: Vice President and
Assistant General Counsel

By: _______________________________________
John A. Johnson
Title: Vice President and
Actuary Individual Insurance

Variable Insurance Products Fund

By: _______________________________________

Name: ____________________________________

Title: _____________________________________

Fidelity Distributors Corporation

By: _______________________________________

Name: ____________________________________

Title: _____________________________________

<PAGE>

SCHEDULE A
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium, etc. (see Schedule B).

3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705,
and the state exceptions.

4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795,
and the state exceptions.

5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
84-420, and the state exceptions (Select Annuity III).

6. Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
84-420, and the state exceptions (Northstar Variable Annuity).

7. Survivorship Flexible Premium Variable Life Insurance Policy Form No.
85-230, and the state exceptions.

PARTICIPATION AGREEMENT

Among

VARIABLE INSURANCE PRODUCTS FUND II,

FIDELITY DISTRIBUTORS CORPORATION

and

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of this 1st day of January,
1991 by and among NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY, (hereinafter the
"Company"), a Minnesota corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto as may be
amended from time to time (each such account hereinafter referred to as the
"Account"), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the
"Underwriter"), a Massachusetts corporation.

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WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation agreements
with the Fund and the Underwriter (hereinafter "Participating Insurance
Companies"); and

WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Act of 1940, as amended, (hereinafter
the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the
extent necessary to permit shares of the Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Exemptive
Order"); and

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WHEREAS, the Company has registered or will register certain variable
life and variable annuity contracts under the 1933 Act; and

WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set aside
and invest assets attributable to the one or more variable life and annuity
contracts; and

WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, (hereinafter the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:

ARTICLE I. SALE OF FUND SHARES

1.1. The Underwriter agrees to sell to the Company those shares of the
Fund which each Account orders, executing such orders on a daily basis at the
net asset value next computed after receipt by the Fund or its designee of the
order for the shares of the Fund. For purposes of

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this Section 1.1, the Company shall be the designee of the Fund for receipt of
such orders from each Account and receipt by such designee shall constitute
receipt by the Fund; provided that the Fund receives notice of such order by
9:30 a.m. Boston time on the next following Business Day. "Business Day" shall
mean any day on which the New York Stock Exchange is open for trading and on
which the Fund calculates its net asset value pursuant to the rules of the
Securities and Exchange Commission.

1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use
reasonable efforts to calculate such net asset value on each day which the New
York Stock Exchange is open for trading. Notwithstanding the foregoing, the
Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.

1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing

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provisions substantially the same as Articles I, III, V, VII and Sections 2.5
and 2.12 of Article II of this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Fund for receipt of
requests for redemption from each Account and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice of such
request for redemption on the next following Business Day.

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Underwriter 45 days written notice of its intention to make such other
investment company available as a funding vehicle for the Contracts; or (c) such
other investment company was available as a funding vehicle for the Contracts
prior to the date of this Agreement and the Company so informs the Fund and
Underwriter prior to their signing this Agreement; or (d) the Fund or
Underwriter consents to the use of such other investment company.

1.7. The Company shall pay for Fund shares on the next Business Day
after an order to purchase Fund shares is made in accordance with the provisions
of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.
For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the federal
funds so wired, such fund shall cease to be the responsibility of the Company
and shall become the responsibility of the Fund.

1.8. Issuance and transfer of the Fund's shares will be by book entry
only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for each
Account or the appropriate subaccount of each Account.

1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Fund's shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio. The
Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Fund shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.

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ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are or will
be registered under the 1933 Act; that the Contracts will be issued and sold in
compliance in all material respects with all applicable Federal and State laws
and that the sale of the Contracts shall comply in all material respects with
state insurance suitability requirements. The Company further represents and
warrants that it is an insurance company duly organized and in good standing
under applicable law and that it has legally and validly established each
Account prior to any issuance or sale thereof as a segregated asset account
under Section 61A.13 of the Minnesota Insurance Code and has registered or,
prior to any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act to serve
as a segregated investment account for the Contracts.

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to effect the continuous offering of its shares. The Fund shall register and
qualify the shares for sale in accordance with the laws of the various states
only if and to the extent deemed advisable by the Fund or the Underwriter.

2.4. The Company represents that the Contracts are currently treated as
endowment, annuity or life insurance contracts, under applicable provisions of
the Code and that it will make every effort to maintain such treatment and that
it will notify the Fund and the Underwriter immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.

2.5. The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The Fund has adopted a "no
fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for
distribution expenses. To the extent that it decides to finance distribution
pursuant to Rule 12b-1, the Fund undertakes to have a board of trustees, a
majority of whom are not interested persons of the Fund, formulate and approve
any plan under Rule 12b-1 to finance distribution expenses.

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2.7. The Underwriter represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the state of Minnesota and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.

2.9. The Underwriter represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the laws of
the State of Minnesota and any applicable state and federal securities laws.

2.10. The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other

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individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimum coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.

2.11. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund, in an amount not less than the minimal coverage as required currently
by entities subject to the requirements of Rule 17g-1 of the 1940 Act or related
provisions as may be promulgated from time to time. The aforesaid Bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.

2.12. The Company represents and warrants that it will not purchase
Fund shares with Account assets derived from the sale of Contracts to deferred
compensation plans with respect to service for state and local governments which
qualify under Section 457 of the federal Internal Revenue Code, as may be
amended. The Company may purchase Fund shares with Account assets derived from
any sale of a Contract to any other type of tax-advantaged employee benefit
plan; PROVIDED however that such plan has no more than 500 employees who are
eligible to participate at the time of the first such purchase hereunder by the
Company of Fund shares derived from the sale of such Contract.

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ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1. The Underwriter shall provide the Company (at the Company's
expense) with as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund shall
provide such documentation (including a final copy of the new prospectus as set
in type at the Fund's expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
for the Contracts and the Fund is amended) to have the prospectus for the
Contracts and the Fund's prospectus printed together in one document (such
printing to be at the Company's expense).

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portfolio for which instructions have been received:
so long as and to the extent that the Securities and
Exchange Commission continues to interpret the 1940
Act to require pass-through voting privileges for
variable contract owners. The Company reserves the
right to vote Fund shares held in any segregated
asset account in its own right, to the extent
permitted by law. Participating Insurance Companies
shall be responsible for assuring that each of their
separate accounts participating in the Fund
calculates voting privileges in a manner consistent
with the standards set forth on Schedule B attached
hereto and incorporated herein by this reference,
which standards will also be provided to the other
Participating Insurance Companies.

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter is
named, at least fifteen Business Days prior to its use. No such material shall
be used if the Fund or its designee object to such use within fifteen Business
Days after receipt of such material.

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4. 2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or representations or
statements on behalf of the Fund or concerning the Fund in connection with the
sale of the Contracts other than the information or representations contained in
the registration statement or prospectus for the Fund shares, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in reports or proxy statements for the Fund, or in sales literature
or other promotional material approved by the Fund or its designee or by the
Underwriter, except with the permission of the Fund or the Underwriter or the
designee of either.

4.4. The Fund and the Underwriter shall not give any information or
make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

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4.5. The Fund will provide to the Company at least one complete copy of
all registration statements, prospectuses, Statement of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.

4.6. The Company will provide to the Fund at least one complete copy of
all registration statements, prospectuses, Statement of Additional Information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts or
each Account, contemporaneously with the filing of such document with the
Securities and Exchange Commission.

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all agents or employees, and registration statements, prospectuses, Statements
of Additional Information, shareholder reports, and proxy materials.

ARTICLE V. FEES AND EXPENSES

5.1. The Fund and Underwriter shall pay no fee or other compensation to
the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter in
writing and such payments will be made out of existing fees otherwise payable to
the Underwriter, past profits of the Underwriter or other resources available to
the Underwriter. No such payments shall be made directly by the Fund.
Currently, no such payments are contemplated.

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ARTICLE VI. DIVERSIFICATION

6.1. The Fund will at all times invest money from the Contracts in such
a manner as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817 (h) of the
Code and Treasury Regulation Section 1.817-5, relating to the diversification
requirements for variable annuity, endorsement, or life insurance contracts and
any amendments or other modifications to such Section or Regulations.

ARTICLE VII. POTENTIAL CONFLICTS

7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a

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difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The Board shall promptly
inform the Company if it determines that an irreconcilable material conflict
exists and the implications thereof.

7.3. If it is determined by a majority of the Board, or a majority of
its disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the

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affected contract owners the option of making such a change; and (2),
establishing a new registered management investment company or managed separate
account.

7.4. If a material irreconcilable conflict arises because of a decision
by the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the affected Account's
investment in the Fund and terminate this Agreement with respect to such
Account; provided, however that such withdrawal and termination shall be limited
to the extent required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the Fund
gives written notice that this provision is being implemented, and until the end
of that six month period the Underwriter and Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares of
the Fund.

7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Board informs the Company in
writing that it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and termination shall
be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
Until the end of the foregoing six month period, the Underwriter and Fund shall
continue to accept and

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implement orders by the Company for the purchase (and redemption) of shares of
the Fund.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determine that any
proposed action does not adequately remedy any irreconcilable material conflict,
then the Company will withdraw the Account's investment in the Fund and
terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

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Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue
in effect only to the extent that terms and conditions substantially identical
to such Sections are contained in such Rule(s) so amended or adopted.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY COMPANY

8.1(a). The Company agrees to indemnify and hold harmless the Fund and
each of trustees of the Board and officers and each person, if any, who controls
the Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including legal and other
expenses), to which the Indemnified Parties may subject under any statute,
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements are
related to the sale or acquisition of the Fund's shares or the Contracts and:

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indemnify shall not apply as to any Indemnified Party if such statement
or omission or such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the Company by or
on behalf of the Fund for use in the Registration Statement or
prospectus for the Contracts or in the Contracts or sales literature
(or any amendment or supplement) or otherwise for use in connection
with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the Registration
Statement, prospectus or sales literature of the Fund not supplied by
the Company, or persons under its control) or wrongful conduct of the
or persons under its control, with respect to the sale or distribution
of the Contracts or Fund Shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, prospectus, or
sales literature of the Fund or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading if such a statement or omission was made in
reliance upon information furnished to the Fund by or on behalf of the
Company: or

(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this Agreement;
or

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(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or
arise out of or result from any other material breach of this Agreement
by the Company, as limited by and in accordance with the provisions of
Sections 8.1(b) and 8.1(c) hereof.

8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
the Fund, whichever is applicable.

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provision. In case any such action is brought against the Indemnified Parties,
the Company shall be entitled to participate, at its own expense, in the defense
of such action. The Company also shall be entitled to the defense thereof, with
counsel satisfactory to the party named in the action. After notice from the
Company to such party of the Company's election to assume the defense thereof,
the Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Company will not be liable to such party under this
Agreement for any legal or other expenses subsequently by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.

8.2. INDEMNIFICATION BY THE UNDERWRITER

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actions in respect thereof) or settlements are related to the sale or
acquisition of the Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement or prospectus or sales literature of the Fund (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such statement
or omission or such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the Underwriter or
Fund by or on behalf of the Company for use in the Registration
Statement or prospectus for the Fund or in sales literature (or any
amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the Registration
Statement, prospectus or sales literature for the Contracts not
supplied by the Underwriter or persons under its control) or wrongful
conduct of the Fund, Adviser or Underwriter or persons under their
control, with respect to the sale or distribution of the Contracts or
Fund shares; or

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(iii) arise out of any untrue statement or all alleged untrue statement
of a material fact contained in a Registration Statement, prospectus,
or sales literature covering the Contracts, or any amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
to the Company by or on behalf of the Fund; or

(iv) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification requirements specified in
Article VI of this Agreement); or

8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
each Company or the Account, whichever is applicable.

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8.2 (c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

8.3. INDEMNIFICATION BY THE FUND

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8.3(a). The Fund agrees to indemnify and hold harmless the Company and
each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements result from the gross
negligence, bad faith or willful misconduct of the Board or any member thereof,
are related to the operations of the Fund and:

(i) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this Agreement
(including a failure to comply with the diversification requirements
specified in Article VI of this Agreement); or (ii) arise out of or
result from any material breach of any representation and/or warranty
made by the Fund in this Agreement or arise out of or result from any
other material breach of this Agreement by the Fund; as limited by and
in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

8.3(b). The Fund shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or

-27-

gross negligence in the performance of such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Company, the Fund, the Underwriter or each
Account, whichever is applicable.

8.3(c). The Fund shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve the Fund from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Fund to such party of the Fund's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Fund will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

-28-

Agreement, the issuance or sale of the Contracts, with respect to the operation
of either Account, or the sale or acquisition of shares of the Fund.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

9.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to, the
Shared Funding Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.

ARTICLE X. TERMINATION

10.1. This Agreement shall terminate:
(a) at the option of any party upon one year advance
written notice to the other parties; provided,
however such notice shall not be given earlier than
one year following the date of this Agreement; or
(b) at the option of the Company to the extent that
shares of Portfolios are not reasonably available to
meet the requirements of the Contracts as determined
by the Company, provided however, that such
termination shall apply only to the Portfolio(s) not
reasonably available. Prompt notice of

-29-

the election to terminate for such cause shall be
furnished by the Company; or
(c) at the option of the Fund in the event that formal
administrative proceedings are instituted against the
Company by the National Association of Securities
Dealers, Inc.("NASD"), the Securities and Exchange
Commission, the Insurance Commissioner or any other
regulatory body regarding the Company's duties under
this Agreement or related to the sale of the
Contracts, with respect to the operation of any
Account, or the purchase of the Fund shares,
provided, however, that the Fund determines in its
sole judgment exercised in good faith, that any such
administrative proceedings will have a material
adverse effect upon the ability of the Company to
perform its obligations under this Agreement; or
(d) at the option of the Company in the event that formal
administrative proceedings are instituted against the
Fund or Underwriter by the NASD, the Securities and
Exchange Commission, or any state securities or
insurance department or any other regulatory body,
provided, however, that the Company determines in its
sole judgment exercised in good faith, that any such
administrative proceedings will have a material
adverse effect upon the ability of the Fund or
Underwriter to perform its obligations under this
Agreement; or
(e) with respect to any Account, upon requisite vote of
the Contract having an interest in such Account (or
any subaccount) to substitute the shares of another
investment

-30-

company for the corresponding Portfolio shares of the
Fund in accordance with the terms of the Contracts
for which those Portfolio shares had been selected to
serve as the underlying investment media. The Company
will give 30 days' prior written notice to the Fund
of the date of any proposed vote to replace the
Fund's shares; or
(f) at the option of the Company, in the event any of the
Fund's shares are not registered, issued or sold in
accordance with applicable state and/or federal law
or such law precludes the use of such shares as the
underlying investment media of the Contracts issued
or to be issued by the Company; or
(g) at the option of the Company, if the Fund ceases to
qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor or
similar provision, or if the Company reasonably
believes that the Fund may fail to so qualify; or
(h) at the option of the Company, if the Fund fails to
meet the diversification requirements specified in
Article VI hereof; or
(i) at the option of either the Fund or the Underwriter,
if (1) the Fund or the Underwriter, respectively,
shall determine, in their sole judgment reasonably
exercised in good faith, that the Company has
suffered a material adverse change in its business or
financial condition or is the subject of material
adverse publicity and such material adverse change or
material adverse publicity will have a material
adverse impact upon the business and operations of
either the Fund or the

-31-

Underwriter, (2) the Fund or the Underwriter shall
notify the Company in writing of such determination
and its intent to terminate this Agreement, and (3)
after considering the actions taken by the Company
and any other changes in circumstances since the
giving of such notice, such determination of the Fund
or the Underwriter shall continue to apply on the
sixtieth (60th) day following the giving of such
notice, which sixtieth day shall be the effective
date of termination; or
(j) at the option of the Company, if (1) the Company
shall determine, in its sole judgment reasonably
exercised in good faith, that either the Fund or the
Underwriter has suffered a material adverse change in
its business or financial condition or is the subject
of material adverse publicity and such material
adverse change or material adverse publicity will
have a material adverse impact upon the business and
operations of the Company, (2) the Company shall
notify the Fund and the Underwriter in writing of
such determination and its intent to terminate the
Agreement, and (3) after considering the actions
taken by the Fund and/or the Underwriter and any
other changes in circumstances since the giving of
such notice, such determination shall continue to
apply on the sixtieth (60th) day following the giving
of such notice, which sixtieth day shall be the
effective date of termination; or
(k) at the option of either the Fund or the Underwriter,
if the Company gives the Fund and the Underwriter the
written

-32-

notice specified in Section 1.6(b) hereof and at the
time such notice was given there was no notice of
termination outstanding under any other provision of
this Agreement; provided, however any termination
under this Section 10.1(k) shall be effective forty
five (45) days after the notice specified in Section
1.6(b) was given.

10.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement to Section 10.1(a) may be exercised for any reason or
for no reason.

10.3. NOTICE REQUIREMENT. No termination of this Agreement shall be
effective unless and until the party terminating this Agreement gives prior
written notice to all other parties to this Agreement of its intent to terminate
which notice shall set forth the basis for such termination. Furthermore,
(a) in the event that any termination is based upon the
provisions of Article VII, or the provision of
Section 10.1(a), 10.1(i), 10.1(j) or 10.1(k) of this
Agreement, such prior written notice shall be given
in advance of the effective date of termination as
required by such provisions; and
(b) in the event that any termination is based upon the
provisions of Section 10.1(c) or 10.1(d) of this
Agreement, such prior written notice shall be given
at least ninety (90) days before the effective date
of termination.

10.4. EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall, at the option of the Company,
continue to make available additional shares of the Fund pursuant

-33-

to the terms and conditions of this Agreement, for all Contracts in effect on
the effective date of termination of this Agreement (hereinafter referred to as
"Existing Contracts"). Specifically, without limitation, the owners of the
Existing Contracts shall be permitted to reallocate investments in the Fund,
redeem investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts. The parties agree
that Section 10.4 shall not apply to any terminations under Article VII and the
effect of such Article VII terminations shall be governed by Article VII of this
Agreement.

10.5. The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in either Account) except (i) as necessary to implement Contract Owner initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (hereinafter referred
to as a "Legally Required Redemption"). Upon request, the Company will promptly
furnish to the Fund and the Underwriter the opinion of counsel for the Company
(which counsel shall be reasonably satisfactory to the Fund and the Underwriter)
to the effect that any redemption pursuant to clause (ii) above is a Legally
Required Redemption. Furthermore, except in cases where permitted under the
terms of the Contracts, the Company shall not prevent Contract Owners from
allocating payments to a Portfolio that was otherwise available under the
Contracts without first giving the Fund or the Underwriter 90 days notice of its
intention to do so.

ARTICLE XI. NOTICES

Any notice shall be sufficiently given when sent by registered or

-34-

certified mail to the other Party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer
If to the Company:
20 Washington Avenue South
Minneapolis, Minnesota 55440
Attention: Michael S. Fischer, Esq.
If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

ARTICLE XII. MISCELLANEOUS

12.1 All persons dealing with the Fund must look solely to the property
of the Fund for the enforcement of any claims against the Fund as neither the
Board, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund.

12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.

12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or

-35-

more counterparts, each of which taken together shall constitute one and the
same instrument.

12.5 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Securities and Exchange Commission, the NASD and state insurance regulators) and
shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby. Notwithstanding the generality of the
foregoing, each party hereto further agrees to furnish the California Insurance
Commissioner with any information or reports in connection with services
provided under this Agreement which such Commissioner may request in order to
ascertain whether the variable life insurance operations of the Company are
being conducted in a manner consistent with the California Variable Life
Insurance Regulations and any other applicable law or regulations.

12.7 The Fund and Underwriter agree that to the extent any advisory or
other fees received by the Fund, the Underwriter or the Adviser are determined
to be unlawful in legal or administrative proceedings under the 1973 NAIC model
variable life insurance regulation in the states of California, Colorado,
Maryland or Michigan, the Underwriter shall indemnify and reimburse the Company
for any out of pocket expenses and actual damages the Company has incurred as a
result of any such proceeding; provided however that the provisions of Section
8.2(b) of this and 8.2(c) shall apply to such indemnification and

-36-

reimbursement obligation. Such indemnification and reimbursement obligation
shall be in addition to any other indemnification and reimbursement obligations
of the Fund and/or the Underwriter under this Agreement.

12.8. The rights, remedies, and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.

IN WITNESS WHEREOF, each of the parties hereto has caused this to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified below.
<PAGE>

Company:

NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY
By its authorized officer,

SEAL By: /s/ Michael Keller By: /s/ Michael Masterson
Title: 2nd VP-Ind. Marketing Title: Vice President-Individual
Date: January 7, 1991 Insurance
Date: January 7, 1991

Fund:

VARIABLE INSURANCE PRODUCTS FUND II

By: /s/ J. Gary Burkhead
SEAL Title: Senior Vice President
Date: 4/30/91

Underwriter:

FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,

SEAL By: /s/ R. A. Lawson
Title: President
Date: 4/30/91

-37-

<PAGE>

SCHEDULE A
ACCOUNTS

Name of Account Date of Resolution of Company's Board
which Established the Account

NWNL Select Variable Account 11/12/81
Select*Life Variable Account 10/11/84

-38-

<PAGE>

SCHEDULE B
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium Variable Life Policy Contract Form Number: 83-300,
83-301, 83-302, 83-303, 83-304, 83-305, 83-306, 83-307, 83-187 or
83-309.

-39-

<PAGE>

SCHEDULE C
PROXY VOTING PROCEDURE

1. The number of proxy proposals is given to the Company by the
Underwriter as early as possible before the date set by the Fund for
the shareholder meeting to facilitate the establishment of tabulation
procedures. At this time the Underwriter will inform the Company of the
Record, Mailing and Meeting dates. This will be done verbally
approximately two months before meeting.

2. Promptly after the Record Date, the Company will perform a "tape run",
or other activity, which will generate the names, addresses and number
of units which are attributed to each contractowner/policyholder (the
"Customer") as of the Record Date. Allowance should be made for account
adjustments made after this date that could affect the status of the
Customers' accounts as of the Record Date.

Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to
call in the number of Customers to Fidelity, as soon as
possible, but no later than two weeks after the Record Date.

4. The text and format for the Voting Instruction Cards ("Cards" or
"Card") is provided to the Company by the Fund. The Company, at its
expense, shall produce and personalize the Voting Instruction Cards.
The Legal Department of the Underwriter or its affiliate ("Fidelity
Legal") must approve the Card before it is printed. Allow approximately
2-4 business days for printing information on the Cards. Information
commonly found on the Cards includes:

a. name (legal name as found on account registration)
b. address
c. Fund or account number
d. coding to state number of units
e. individual Card number for use in tracking and verification of
votes (already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process
due to possible uncertainties relating to the proposals.)

B-1

5. During this time, Fidelity Legal will develop, produce, and the Fund
will pay for the Notice of Proxy and the Proxy Statement (one
document). Printed and folded notices and statements will be sent to
Company for insertion into envelopes (envelopes and return envelopes
are provided and paid for by the Insurance Company). Contents of
envelope sent to Customers by Company will include:

a. Voting Instruction Card(s)
b. one proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buckslip" - optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as
quickly as possible and that their vote is important. One copy
will be supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by Fidelity Legal.

6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews
and approves the contents of the mailing package to ensure correctness
and completeness. Copy of this approval sent to Fidelity Legal.

7. Package mailed by the Company.
* The Fund MUST allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but NOT
including) the meeting, counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes
place in another department or another vendor depending on process
used. An often used procedure is to sort Cards on arrival by proposal
into vote categories of all yes, no, or mixed replies, and to begin
data entry.

Note: Postmarks are not generally needed. A need for postmark
information would be due to an insurance company's internal
procedure and has not been required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration
which was printed on the Card.

Note: For Example, if the account registration is under "Bertram C.
Jones, Trustee," then that is the exact legal name to be printed on the
Card and is the signature needed on the Card.

B-2

10. If Cards are mutilated, or for any reason are illegible or are not
signed properly, they are sent back to Customer with an explanatory
letter, a new Card and return envelope. The mutilated or illegible Card
is disregarded and considered to be NOT RECEIVED for purposes of vote
tabulation. Any Cards that have "kicked out" (e.g., mutilated,
illegible) of the procedure are "hand verified," i.e., examined as to
why they did not complete the system. Any questions on those Cards are
usually remedied individually.

11. There are various control procedures used to ensure proper tabulation
of votes and accuracy of that tabulation. The most prevalent is to sort
the Cards as they first arrive into categories depending upon their
vote; an estimate of how the vote is progressing may then be
calculated. If the initial estimates and the actual vote do not
coincide, then an internal audit of that vote should occur. This may
entail a recount.

12. The actual tabulation of votes is done in units which is then converted
to shares. (It is very important that the Fund receives the tabulations
stated in terms of a percentage and the number of SHARES.) Fidelity
Legal must review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to Fidelity
Legal on the morning of the meeting not later than 10:00 a.m. Boston
time. Fidelity Legal may request an earlier deadline if required to
calculate the vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final
vote. Fidelity Legal will provided a standard from for each
Certification.

15. The Company will be required to box and archive the Cards received from
the Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, Fidelity Legal
will be permitted reasonable access to such Cards.

16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.

B-3

<PAGE>

AMENDMENT NO. 1

Amendment to the Participation Agreement among Northwestern National Life
Insurance Company (the "Company"), Variable Insurance Products Fund II (the
"Fund") and Fidelity Distributors Corporation (the "Underwriter") dated January
1, 1991 (the "Agreement").

In witness whereof, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of
November 1, 1991.

NORTHWESTERN NATIONAL FIDELITY DISTRIBUTORS CORPORATION
LIFE INSURANCE COMPANY

By: John A. Johnson By: Roger T. Servison

Name: John A. Johnson Name: Roger T. Servison

Title: vice President and Actuary Title: President

VARIABLE INSURANCE PRODUCTS FUND II

By: J. Gary Burkhead

Name: J. Gary Burkhead

Tide: Senior Vice President

<PAGE>

AMENDMENT NO. 2

WHEREAS each of the parties desire to expand the ability of the Company to
develop and market Variable Life Insurance Policies and Variable Annuity
Contracts which have separate accounts using the Fund as the investment vehicle
for said separate accounts. The Company, Underwriter and Fund hereby agree to
amend Schedule B of the Agreement by inserting the following in its entirety:

3. Flexible Premium Variable Life Policy Contract Form No.: 84-705, and
the state exceptions.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of
January ____, 1993.

Northwestern National
Life Insurance Company

By: __________________

Name: ________________

Title: _______________

Variable Insurance Products
Fund II

By:

Name:

Title:

Fidelity Distributors
Corporation

By:

Name:

Title:

<PAGE>

Schedule B
Contracts

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium Variable Life Policy Contract Form Number: 83-300, 83-301,
83-302, 83-303, 83-304, 83-305, 83-306, 83-307, 83-187 or 83-309.

3. Flexible Premium Variable Life Policy Contract Form Number: 84-705, and the
state exceptions.

<PAGE>

AMENDMENT NO. 3

WHEREAS each of the parties desire to expand the ability of the Company to
develop and market Variable Life Insurance Policies and Variable Annuity
Contracts which have separate accounts using the Fund as the investment vehicle
for said separate accounts. The Company, Underwriter and Fund hereby agree to
amend Schedule B of the Agreement by inserting the following in its entirety:

4. Flexible Premium Variable Life Policy Contract Form No. 84-795, and
the state exceptions.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of June
___, 1993.

Northwestern National Life
Insurance Company

By: Michael S. Fischer By: John Johnson

Name: Michael S. Fischer Name: John Johnson

Title: Second Vice President Title: Vice President and Actuary
Asst. General Counsel

Variable Insurance Products Fund II

By: J. Gary Burkhead

Name: J. Gary Burkhead

Title: Senior Vice President

Fidelity Distributors Corporation

By: Kurt Lange

Name: Kurt Lange

Title: President

<PAGE>

SCHEDULE B
CONTRACTS

1. Flexible premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium Variable Life Policy Contract Form No. 83-300, 83-301,
83-302, 93-303, 83-304, 83-305, 83-306, 83-307, 83-187 OR 83-309.

3. Flexible Premium Variable Life Policy Contract Form No. 84-705, and the
state exceptions.

4. Flexible Premium Variable Life Policy Contract Form No. 84-795, and the
state exceptions.

<PAGE>

AMENDMENT NO. 4

WHEREAS each of the parties desire to expand the ability of the Company to
develop and market Variable Life Insurance Policies and Variable Annuity
Contracts which have separate accounts using the Fund as the investment vehicle
for said separate accounts. The Company, Underwriter and Fund hereby agree to
amend Schedule B of the Agreement by inserting the following in its entirety:

5. Flexible Premium Individual Deferred Retirement Annuity Contract Form
No. 84-420, and the state exceptions.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of August
30, 1993.

Northwestern National Life Insurance Company

By: Michael S. Fischer

Name: Michael S. Fischer

Title: Second Vice President and
Asst. General Counsel

By: John Johnson

Name: John A. Johnson

Title: Vice President and Actuary
Individual Insurance

Variable Insurance Products Fund

By: J. Gary Burkhead

Name: J. Gary Burkhead

Title: Senior Vice President

Fidelity Distributors Corporation

By: Kurt A. Lange

Name: Kurt A. Lange

Title: President

<PAGE>

SCHEDULE B
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Number: 81-870 and 81-873.

2. Flexible Premium Variable Life Insurance Policy Contract Form No. 83-300,
83-301, 83-302, 83-303, 83-304, 83-305, 83-306, 83-307, 83-187 OR 83-309.

3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705,
and the state exceptions.

4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795,
and the state exceptions.

5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
84-420, and the state exceptions.

<PAGE>

AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT AMONG

VARIABLE INSURANCE PRODUCTS FUND II

FIDELITY DISTRIBUTORS CORPORATION

and

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

WHEREAS, NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY (the "Company"),
VARIABLE INSURANCE PRODUCTS FUND II (the "Fund") and FIDELITY DISTRIBUTORS
CORPORATION have previously entered into a Participation Agreement (the
"Agreement") containing certain arrangements concerning prospectus costs; and

WHEREAS, the Trustees of the Fund have approved certain changes to the
expense structure of the Fund; and

NOW, THEREFORE, the parties do hereby agree to amend the Agreement by
substituting the following arrangement in place of any inconsistent language in
the Participation Agreement, wherever found:

IN WITNESS WHEREOF we have set our hand as of the 15th day of December,
1994.

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

By: /S/ JOHN JOHNSON By: /S/ DAVID F. HILL

Name: JOHN JOHNSON Name: DAVID F. HILL

Title: VICE PRESIDENT AND ACTUARY Title: SENIOR VICE PRESIDENT,
INDIVIDUAL INSURANCE
DIVISION

VARIABLE INSURANCE PRODUCTS FUND II FIDELITY DISTRIBUTORS CORPORATION

By: /S/ J. GARY BURKHEAD By: /S/ KURT A. LANGE

Name: J. GARY BURKHEAD Name: KURT A. LANGE

Title: SENIOR VICE PRESIDENT Title: PRESIDENT

<PAGE>

AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT

Amendment No. 6 dated April 14, 1995 to the Participation Agreement among
Northwestern National Life Insurance Company (the "Company"), Variable Insurance
Products Fund (the "Fund)" and Fidelity Distributors Corporation (the
"Underwriter") dated January 1, 1995 (the "Agreement").

NOW, THEREFORE, the parties hereto agree to amend the Agreement as
follows:

1. Schedule A of the Agreement is amended by inserting the following
in its entirety:

"Northstar/NWNL Variable Account 11/12/92."

2. Schedule B to the Agreement is amended by adding in its entirety
the following:

Flexible Premium Individual Deferred Retirement Annuity Contracts
Form Number 84-420 and state exceptions."

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative(s).

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY

By: /S/ MICHAEL S. FISCHER
Michael S. Fischer
Title: Second Vice President and
Assistant General Counsel

By: /S/ JOHN A. JOHNSON
John A. Johnson
Title: Vice President and Actuary

VARIABLE INSURANCE PRODUCTS FUND

By: /S/ J. GARY BURKHEAD

Its: SENIOR VICE PRESIDENT

FIDELITY DISTRIBUTORS CORPORATION

By: /S/ KURT A. LANGE

Its: PRESIDENT

<PAGE>

AMENDMENT NO. 7

Amendment to the Participation Agreement among ReliaStar Life Insurance Company
(formerly Northwestern National Life Insurance Company) (the "Company"),
Variable Insurance Products Fund II (the "Fund") and Fidelity Distributors
Corporation (the "Underwriter") dated January 1, 1991 (the "Agreement").

WHEREAS each of the parties desire to expand the ability of the Company to
develop and market Variable Life Insurance Policies and Variable Annuity
Contracts which have separate accounts using the Fund as the investment vehicle
for said separate accounts. The Company, Underwriter and Fund hereby agree to
amend Schedule B of the Agreement by inserting the following additional item
therein:

6. Survivorship Flexible Premium Variable Life Insurance Policy
85-230, and the state exceptions

and, upon making such insertion, replaces the existing Schedule B in its
entirety with the attached new Schedule B dated November 15, 1996.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and on its behalf by its duly authorized representative as of
November 15, 1996.

ReliaStar Life Insurance Company

By: _____________________________
Michael S. Fischer
Title: Vice President and
Associate General Counsel

By: _____________________________
John A. Johnson
Title: Vice President and
Actuary Individual Insurance

Variable Insurance Products Fund

By: _____________________________

Name: __________________________

Title: ____________________________

Fidelity Distributors Corporation

By: _____________________________

Name: __________________________

Title: ____________________________

<PAGE>

SCHEDULE B
CONTRACTS

1. Flexible Premium Individual Deferred Retirement Annuity Contract Form
Numbers 81-870 and 81-873.

2. Flexible Premium Variable Life Insurance Policy Contract Forms Numbers
83-300, 83-301, 83-302, 83-303, 83-304, 83-305, 83-306, 83-307 or 83-309.

3. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-705,
and the state exceptions.

4. Flexible Premium Variable Life Insurance Policy Contract Form No. 84-795,
and the state exceptions.

5. Flexible Premium Individual Deferred Retirement Annuity Contract Form No.
84-420, and the state exceptions.

6. Survivorship Flexible Premium Variable Life Insurance Policy Form No.
85-230 and the state exceptions.

PARTICIPATION AGREEMENT
-----------------------

Among

PUTNAM CAPITAL MANAGER TRUST
----------------------------

PUTNAM MUTUAL FUNDS, CORP.
--------------------------

and

NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
--------------------------------------------

THIS AGREEMENT, made and entered into as of this 14th day of
January, 1994, by and among NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
(hereinafter the "Company"), a Minnesota corporation, on its own behalf and on
behalf of each segregated asset account of the Company set forth on Schedule A
hereto as may be amended from time to time (each such account hereinafter
referred to as the "Account"), and the PUTNAM CAPITAL MANAGER TRUST, a
Massachusetts Business Trust organized under the laws of Massachusetts
(hereinafter the "Trust") and PUTNAM MUTUAL FUNDS CORP. (hereinafter the
"Underwriter"), a Massachusetts corporation.

WHEREAS, the Trust engages in business as an open-end diversified
management investment company and is available to act as the investment vehicle
for separate accounts established for variable life insurance policies and
variable annuity contracts (collectively, the "Variable Insurance Products") to
be offered by insurance companies which have entered into participation
agreements with the Trust and the Underwriter (hereinafter "Participating
Insurance Companies"); and

Page 1

WHEREAS, the beneficial interest in the Trust is divided into several
series of each designated a "Fund" and representing the interest in a particular
managed portfolio of securities an other assets; and

WHEREAS, the Trust has obtained an order from the Securities and
Exchange Commission, dated ______________(File No.__________), granting the
Company and the variable annuity and variable life insurance separate accounts
exemptions from the provisions of sections 9(a), 13(a), and 15(b) of the
Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and
Rules 6e-2(b)(15) and 6e-3(7)(b)(15) thereunder, to the extent necessary to
permit shares of the Trust to be sold to and held by the variable annuity and
variable life insurance separate account of the Company (hereinafter the "Shared
Funding Exemptive Order"); and

WHEREAS, the Trust is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

WHEREAS, Putnam Investment Management, Inc. (the "Adviser") is duly
registered as an investment adviser under the federal Investment Advisers Act of
1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register certain variable
life and variable annuity contracts under the 1933 Act; and

WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date for such Account on Schedule A hereto, to set aside and
invest assets attributable to the one or more variable life and annuity
contracts; and

WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended,

Page 2

(hereinafter the "1934 Act"), and is a member in good standing of the National
Association of Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Funds on behalf of
each Account to fund certain of the aforesaid variable life and variable annuity
contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value.

NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Trust and the Underwriter agree as follows:

ARTICLE I. SALE OF TRUST SHARES

1.1 The Underwriter agrees to sell to the Company those shares of the
Trust which each Account orders, executing such orders on a daily basis at the
net asset value next computed after receipt by the Trust or its designee of the
order for the shares of the Trust. For purposes of this Section 1.1, the Company
shall be the designee of the Trust for receipt of such orders from each Account
and receipt by such designee shall constitute receipt by the Trust; provided
that the Trust receives notice of such order by 9:30 a.m. Boston time on the
next following Business Day. "Business Day" shall mean any day on which the New
York Stock Exchange is open for trading and on which the Trust calculates its
net asset value pursuant to the rules of the Securities and Exchange Commission.

1.2 The Trust agrees to make its shares available indebtely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Trust calculates its net asset value
pursuant to rules of the Securities and Exchange Commission and the Trust shall
use reasonable efforts to calculate such net asset value on each day which the
New York Stock Exchange is open for trading. Nothstanding the foregoing, the
Board of Trustees of the Trust (hereinafter the "Board") may refuse to sell
shares of any Fund to any person, or suspend or terminate the offering of

Page 3

of any Fund if such action is required by law or by regulatory authorities
having action.

1.3 The Trust and the Underwriter agree that shares of the Trust will
be sold only to Participating Insurance Companies and their separate accounts.
No shares of any Fund will be sold to the general public.

1.4 The Trust and the Underwriter shall not sell Trust shares to any
insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Section 2.5 of Article II
of this Agreement are in effect to govern such sales.

1.5 The Trust agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Trust held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Trust or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Trust for receipt of
requests for redemption from each Account and receipt by such designee shall
constitute receipt by the Trust; provided that the Trust receives notice of such
request for redemption on the next following Business Day.

1.6 The Company agrees to purchase and redeem the shares of each Fund
offered by the then current prospectus of the Trust and in accordance with the
provisions of such prospectus. The Company agrees that all net amounts available
under the variable life and variable annuity contracts with the form number(s)
which are listed on Schedule A attached hereto and incorporated herein by this
reference, as such Schedule A may be amended from time to time hereafter by
mutual written agreement of all the parties hereto, (the "Contracts") shall be
invested in the Trust, in such other Trusts advised by the Adviser as may be
mutually agreed to in writing by the parties hereto, or in the Company's general
account, provided that such amounts may also be invested in an investment
company other than the Trust if (a) such other investment company was available
as a funding vehicle for the Contracts prior to the date of this Agreement and
the Company so

Page 4

informs the Trust and Underwriter prior to their signing this Agreement; or (b)
the Company gives the Trust and the Underwriter 45 days written notice of its
intention to make such other investment company available as a funding vehicle
for the Contract.

1.7 The Company shall pay for Trust shares on the next Business Day
after an order to purchase Trust shares is made in accordance with the
provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted
by wire. For purpose of Section 2.10 and 2.11, upon receipt by the Trust of the
federal funds so wired, such funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Trust.

1.8 Issuance and transfer of the Trust's shares will be by book entry
only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Trust will be recorded in an appropriate title for each
Account or the appropriate subaccount of each Account.

1.9 The Trust shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Trust's shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Fund shares in additional shares of that Fund. The Company
reserves the right to revoke this election and to receive all such income
dividends and capital gain distributions in cash. The Trust shall notify the
Company of the number of shares so issued as payment of such dividends and
distributions.

1.10 The Trust shall make the net asset value per share for each Fund
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 7 p.m. Boston time.

Page 5

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1 The Company represents and warrants that the Contracts are or will
be registered under the 1933 Act; that the Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state laws
and that the sale of the Contracts shall comply in all material respects with
state insurance suitability requirements. The Company further represents and
warrants that it is an insurance company duly organized and in good standing
under applicable law and that it has legally and validly established each
Account prior to any issuance or sale thereof as a segregated asset account
under Section 61A.13 of the Minnesota Statutes and has registered or, prior to
any issuance or sale of the Contracts, will register each Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts.

2.2 The Trust represents and warrants that Trust shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Minnesota and all
applicable federal and state securities laws and that the Trust is and shall
remain registered under the 1940 Act. The Trust shall amend the Registration
Statement for its shares under the 1933 Act and the 1940 Act from time to time
as required in order to effect the continuous offering of its shares. The Trust
shall register and qualify the shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Trust or
the Underwriter.

2.3 The Trust represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately

Page 6

upon having a reasonable basis for believing that it has ceased to so qualify or
that it might in the future.

2.4 The Company represents that the Contracts are currently treated as
endowment, annuity or life insurance contracts, under applicable provisions of
the Code and that it will make every effort to maintain such treatment and that
it will notify the Trust and the Underwriter immediately upon having a
reasonable basis for believing that the Contracts have ceased to be so treated
or that they might not be so treated in the future.

2.5 The Trust currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. To the extent that it decides
to finance distribution expenses pursuant to Rule 12b-1, the Trust undertakes to
have a board of trustees, a majority of whom are not interested persons of the
Trust, formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.

2.6 The Trust makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Trust represents that the Trust's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of Minnesota and the Trust and the Underwriter represent that their
respective operations are and shall at all times remain in material compliance
with the laws of the State of Minnesota to the extent required to perform this
Agreement.

2.7 The Underwriter represents and warrants that it is a member in good
sending of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Trust shares
in accordance with the laws of the State of Minnesota and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.

Page 7

2.8 The Trust represents that it is lawfully organized and validly
existing under the laws of Massachusetts and that it does and will comply in all
material respects with the 1940 Act.

2.9 The Underwriter represents and warrants that the Adviser is and
shall remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for the Trust in compliance in all material respects with the laws
of the State of Minnesota and any applicable state and federal securities laws.

2.10 The Trust and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Trust are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Trust in an amount not less than the
minimal coverage as required currently by Rule 17g-(l) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.

2.11 The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Trust are and shall continue to be at
all times covered by a blanket fidelity bond or similar coverage for the benefit
of the Trust, in an amount not less than the minimal coverage as required
currently by entities subject to the requirements of Rule 17g-1 of the 1940 Act
or related provisions as may be promulgated from time to time. The aforesaid
Bond shall include coverage for larceny and embezzlement and shall be issued by
a reputable bonding company.

Page 8

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS: VOTING

3.1 The Underwriter shall provide the Company with as many copies of
the Trust's current prospectus as the Company may reasonably request. If
requested by the Company in lieu thereof the Trust shall provide such
documentation (including a final copy of the new prospectus as set in type at
the Trust's expense) and other assistance as is reasonably necessary in order
for the Company once each year (or more frequently if the prospectus for the
Trust is amended) to have the prospectus for the Contracts and the Trust's
prospectus printed together in one document (such printing to be at the
Company's expense).

3.2 The Trust's prospectus shall state that the Statement of Additional
Information for the Trust is available from the Underwriter (or in the Trust's
discretion, the Prospectus shall state that such Statement is available from the
Trust), and the Underwriter (or the Trust), at its expense, shall print and
provide such Statement free of charge to the Company and to any owner of a
Contract or prospective owner who requests such Statement.

3.3 The Trust at its expense, shall provide the Company with copies of
its proxy material reports to stockholders and other communications to
stockholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.

3.4 If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract Owners;
(ii) vote the Trust shares in accordance with
instructions received from Contract owners; and
(iii) vote Trust shares for which no instructions have
been received in the same proportion as Trust
shares of such Fund for which instructions have
been received:

Page 9

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Trust
shares held in any segregated asset account in its own right, to the extent
permitted by law. The Company shall be responsible for assuring that each of
their separate accounts participating in the Trust calculates voting privileges
in a manner consistent with the standards set forth on Schedule B attached
hereto and incorporated herein by this reference.

3.5 The Trust will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Trust will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust
is not one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act
in accordance with the Securities and Exchange Commission's interpretation of
the requirements of Section 16(a) with respect to periodic elections of trustees
and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1 The Company shall furnish, or shall cause to be furnished, to the
Trust or its designee, each piece of sales literature or other promotional
material in which the Trust or its investment adviser or the Underwriter is
named prior to its use. No such material shall be used if the Trust or its
designee object to such use within three Business Days after receipt of such
material.

4.2 The Company shall not give any information or make any
representations or statements on behalf of the Trust or concerning the Trust in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Trust shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Trust,
or in sales literature or other promotional material approved by the Trust or
its

Page 10

designee or by the Underwriter, except with the person of the Trust or the
Underwriter or the designee of either.

4.3 The Trust, Underwriter, or its designee shall furnish, or shall
cause to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least three Business Days prior to its use. No
such material shall be used if the Company or its designee object to such use
within three Business Days after receipt of such material.

4.4 The Trust and the Underwriter shall not give any information or
make any representations on behalf of the Company or concerning the Company,
each Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

4.5 The Trust will provide to the Company at least one complete copy of
all registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Trust or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.

4.6 The Company will provide to the Trust at least one complete copy of
all reaction statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts or
each Account, contemporaneously with the filing of such document with the
Securities and Exchange Commission.

Page 11

4.7 For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all registered representatives, agents or employees, and
registration statements, prospectuses, Statements of Additional Information,
shareholder reports, and proxy materials.

ARTICLE V. FEES AND EXPENSES

5.1 The Trust and Underwriter shall pay no fee or other compensation to
the Company under this agreement except that if the Trust or any Fund adopts and
implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then
the Underwriter may make payments to the Company or to the underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing and such
payments will be made out of existing fees otherwise payable to the Underwriter,
past profits of the Underwriter or other resources available to the Underwriter.
No such payments shall be made directly by the Trust. As of the date of this
Agreement, no such payments are contemplated.

5.2 All expenses incident to performance by the Trust under this
Agreement shall be paid by the Trust. The Trust shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Trust, in
accordance with applicable state laws prior to their sale. The Trust shall bear
the expenses for the cost of registration and qualification of the Trust's
shares, preparation and filing of the Trust's prospectus and registration
statement, proxy

Page 12

materials and reports, setting the prospectus in type, setting in type and
printing the proxy materials and reports to shareholders (including the costs of
printing a prospectus that constitutes an annual report), the preparation of all
statements and notices required by any federal or state law, all taxes on the
issuance or transfer of the Trust's shares. The Trust shall bear the expenses of
printing the Trust's prospectus.

5.3 The Company shall bear the expenses of printing and distributing
the Trust's prospectus to owners of Contracts issued by the Company and of
distributing the Trust's proxy materials and reports to such Contract owners.

ARTICLE VI. DIVERSIFICATION

6.1 The Adviser will at all times invest the Trust's money from the
Contracts in such a manner as to ensure that the Contracts will be treated as
variable contracts under the Code and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Trust will at all times comply with
Section 817(h) of the Code and Treasury Regulation Section 1.817-5, relating to
the diversification requirements for variable annuity, endowment, or life
insurance contracts and any amendments or other modifications to such Section or
Regulations. The Adviser shall be jointly and severally liable, with the Trust
and Underwriter, for any losses, claims, litigation, damages or expenses
resulting to the Company due to the failure to satisfy the diversification
requirements described in this Section 6.1.

ARTICLE VII. POTENTIAL CONFLICTS

7.1 The Board will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Trust. An irreconcilable material conflict
may arise for a variety of reasons, including (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities law or regulations, or a public

Page 13

ruling, private letter ruling, no-action or interpretative letter, or any
similar action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Fund are being managed; (e) a difference in
voting instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by an insurer to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and the
implications thereof.

7.2 The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.

7.3 If it is determined by a majority of the Board, or a majority of
its disinterested trustees, that a material irreconcilable conflict exists, the
Company shall to the extent reasonably practicable (as determined by a majority
of the disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Trust or any Fund and reinvesting such assets in a different investment
medium, including (but not limited to) another Fund of the Trust, or submitting
the question whether such segregation should be implemented to a vote of all
affected Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account.

Page 14

7.4 If a material irreconcilable conflict arises because of a decision
by the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in the Trust and terminate this Agreement with respect to such
Account; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the Trust
gives written notice that this provision is being implemented, and until the end
of that six month period the Underwriter and Trust shall continue to accept and
implement orders by the Company for the purchase (or redemption) of shares of
the Trust.

7.5 If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Trust and terminate this Agreement with
respect to such Account within six months after the Board informs the Company in
writing that it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and termination shall
be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
Until the end of the foregoing six month period, the Underwriter and Trust shall
continue to accept and implement orders by the Company for the purchase (and
redemption) of shares of the Trust.

7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict. The
Company shall not be required by Section 7.3 to establish a new Trusting medium
for the Contracts if an offer to do so has been declined by vote of a majority
of Contract owners materially adversely

Page 15

affected by the irreconcilable material conflict. In the event that the Board
determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the Account's
investment in the Trust and terminate this Agreement within six (6) months after
the Board informs the Company in writing of the foregoing determination,
provided however, that such withdrawal and termination shall be limited to the
extent required by any such material irreconcilable conflict as determined by a
majority of the disinterested members of the Board.

7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
Act or the rules promulgated thereunder with respect to mixed or shared Trusting
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Trust and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of the Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

8.1(a). The Company agrees to indemnify and hold harmless the Trust and
each of the trustees of the Board and officers and each person, if any, who
controls the Trust within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.1)
against any and all losses, claims, damages, liabilities (including legal and
other expenses), to which the Indemnified Parties may

Page 16

become subject under any statute, regulation, at common law or otherwise,
insofar as such losses, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of the Trust's
shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
Registration Statement or prospectus for the Contracts or contained in
the Contracts or sales literature for the Contracts (or any amendment
or supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the Company by or
on behalf of the Trust for use in the Registration Statement or
prospectus for the Contracts or in the Contracts or sales literature
(or any amendment or supplement) or otherwise for use in connection
with the sale of the Contracts or Trust shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Registration Statement prospectus or sales literature of the Trust not
supplied by the Company, or persons under its control) or wrongful
conduct of the Company or persons under its control, with respect to
the sale or distribution of the Contracts or Trust Shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement,
prospectus, or sales literature of the Trust or any amendment thereof
or supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading if such a statement or

Page 17

omission was made in reliance upon information furnished to the Trust
by or on behalf of the Company, or
(iv) arise as a result of any failure by the Company to provide
the services and furnish the materials under the terms of this
Agreement, in which case the Underwriter, together with the Trust and
Adviser, shall be jointly and severally liable to the Company, or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Company, as limited by and in accordance with the
provisions of Sections 8.1(b) and 8.1(c) hereof.

8.1(b) The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's disregard of obligations or duties under this Agreement or to the Trust
whichever is applicable.

8.1(c) The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other legal process giving information of
the nature of the claim shall have been served upon such Indemnified Party (or
after such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The

Page 18

Company also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from the Company to
such party of the Company's election to assume the defense thereof the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Company will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.

8.1(d) The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Trust Shares or the Contracts or the operation of
the Trust.

8.2 INDEMNIFICATION BY THE UNDERWRITER

8.2(a) The Underwriter agrees to indemnify and bold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claim, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Trust's shares or the
Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement or
prospectus or sales literature of the Trust (or any amendment or supplement to
any of the foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified Party if such
statement or omission

Page 19

or such alleged statement or omission was made in reliance upon and in
conformity with information furnished to the Underwriter or Trust by or on
behalf of the Company for use in the Registration Statement or prospectus for
the Trust or in sales literature (or any amendment or supplement) or otherwise
for use in connection with the sale of the Contracts or Trust shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the Registration
Statement, prospectus or sales literature for the Contracts not supplied by the
Underwriter or persons under its control) or wrongful conduct of the Trust,
Adviser or Underwriter or persons under their control, with respect to the sale
or distribution of the Contracts or Trust shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a Registration Statement, prospectus, or sales
literature covering the Contracts, or any amendment thereof or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in reliance upon
information furnished to the Company by or on behalf of the Trust; or
(iv) arise as a result of any failure, whether intentional or
unintentional or in good faith or otherwise, to comply with the diversification
requirements specified in Article VI of this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this Agreement or
arise out of or result from any other material breach of this Agreement by the
Underwriter; as limited by and in accordance with the provisions of Sections
8.2(b) and 8.2(c) hereof.

Page 20

8.2(b) The Underwriter shall not be liable under the indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
each Company or the Account, whichever is applicable.

8.2(c) The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such not relieve the Underwriter from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than on account
of this indemnification provision. In case any such action is brought against
the Indemnified Parties, the Underwriter will be entitled to participate, at its
own expense, in the defense thereof. The Underwriter also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Underwriter to such party of the Underwriter's
election to assume the defense thereof, the Indemnified Party the bear the fees
and expenses of any additional counsel retained by it, and the Underwriter will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

8.2(d) The Company agrees to promptly notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.

Page 21

8.3 INDEMNIFICATION BY THE TRUST

8.3(a). The Trust agrees to indemnify and hold harmless the Company,
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
loans, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Trust) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof or settlements result from the gross
negligence, bad faith or willful misconduct of the Board or any member thereof,
are related to the operations of the Trust and:
(i) arise as a result of any failure by the Trust to provide the
services and furnish the materials under the terms of this Agreement
(including a failure to comply with the diversification requirements
specified in Article VI of this Agreement); or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this Agreement or
arise out of or result from any other material breach of this
Agreement by the Trust in which case the Trust, together with the
Underwriter and the Adviser shall be jointly and severally liable to
the Company; as limited by and in accordance with the provisions of
Sections 8.3(b) and 8.3(c) hereof.

8.3(b). The Trust shall not be liable under the indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company, the Trust the Underwriter or each Account, whichever is applicable.

Page 22

8.3(c). The Trust shall not be liable under this indemnification
provision with respect to any claim made against any Indemnified Party unless
such Indemnified Party shall have notified the Trust in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Trust of any
such claim shall not relieve the Trust from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Trust will be entitled to participate, at
its own expense, in the defense thereof. The Trust also shall be entitled to
assume the defense thereof with counsel satisfactory to the party named in the
action. After notice from the Trust to such party of the Trust's election to
assume the defense thereof the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Trust will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

8.3(d). The Company and the Underwriter agree promptly to notify the
Trust of the commencement of any litigation or proceedings against it or any of
its respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, with respect to the operation of either
Account, or the sale or acquisition of shares of the Trust.

ARTICLE IX. APPLICABLE LAW

9.1 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Minnesota.

9.2 This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 acts, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the Securities and
Exchange Commission may grant

Page 23

(including, but not limited to, the Shared Funding Exemptive Order) and the
terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE X. TERMINATION

10.1. This Agreement shall terminate:

(a) at the option of any party upon one year advance written
notice to the other parties; provided, however, such notice shall not
be given earlier than one year following the date of this Agreement;
or

(b) at the option of the Company to the extent that shares of the
Funds are not reasonably available to meet the requirements of the
Contracts as determined by the Company, provided, however, that such
termination shall apply only to the Fund(s) not reasonably available.
Prompt notice of the election to terminate for such cause shall be
furnished by the Company; or

(c) at the option of the Trust in the event that formal
administrative proceedings are instituted against the Company by the
National Association of Securities Dealers, Inc. ("NASD"), the
Securities and Exchange Commission, the Insurance Commissioner or any
other regulatory body regarding the Company's duties under this
Agreement or related to the sales of the Contracts, with respect to
the operation of any Account, or the purchase of the Trust shares,
provided, however, that the Trust determines in its sole judgment
exercised in good faith, that any such administrative proceedings will
have a material adverse effect upon the ability of the Company to
perform its obligations under this Agreement; or

(d) at the option of the Company in the event that formal
administrative proceedings are instituted against the Trust or
Underwriter by the NASD, the Securities and Exchange Commission, or
any state securities or insurance department or any other regulatory
body, provided, however, that the Company determines in its sole
judgment exercised in good faith, that any such administrative

Page 24

proceedings will have a material adverse effect upon the ability of
the Trust or Underwriter to perform its obligations under this
Agreement; or

(e) with respect to any Account, upon requisite vote of the
Contract owners having an interest in such Account (or any subaccount)
to substitute the shares of another investment company for the
corresponding Fund shares of the Trust in accordance with the terms of
the Contracts for which those Fund shares had been selected to serve
as the underlying investment media. The Company will give 30 days'
prior written notice to the Trust of the date of any proposed vote to
replace the Trust's shares; or

(f) at the option of the Company, in the event any of the Trust's
shares are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes the use of
such shares as the underlying investment media of the Contracts issued
or to be issued by the Company; or

(g) at the option of the Company, if the Trust ceases to qualify
as a Regulated Investment Company under Subchapter M of the Code or
under any successor or similar provision, or if the Company reasonably
believes that the Trust may fail to so qualify; or

(h) at the option of the Company, if the Trust fails to meet the
diversification requirements specified in Article VI hereof; or

(i) at the option of either the Trust or the Underwriter, if (1)
the Trust or the Underwriter, respectively, shall determine, in their
sole judgment reasonably exercised in good faith, that the Company has
suffered a material adverse change in its business or financial
condition or is the subject of material adverse publicity and such
material adverse change or material adverse publicity will have a
material adverse impact upon the business and operations of either the
Trust or the Underwriter, (2) the Trust or the Underwriter shall
notify the Company in writing of such determination and its intent to
terminate this Agreement and (3) after

Page 25

considering the actions taken by the Company and any other changes in
circumstances since the giving of such notice, such determination of
the Trust or the Underwriter shall continue to apply on the sixtieth
(60th) day following the giving of such notice, which sixtieth day
shall be the effective date of termination; or

j) at the option of the Company, if (1) the Company shall
determine, in its sole judgment reasonably exercised in good faith,
that either the Trust or the Underwriter has suffered a material
adverse change in its business or financial condition or is the
subject of material adverse publicity will have a material adverse
impact upon the business and operations of the Company, (2) the
Company shall notify the Trust and the Underwriter in writing of such
determination and its intent to terminate the Agreement and (3) after
considering the actions taken by the Trust and/or the Underwriter and
any other changes in circumstances since the giving of such notice,
such determination shall continue to apply on the sixtieth (60th) day
following the giving of such notice, which sixtieth day shall be the
effective date of termination; or

(k) at the option of either the Trust or the Underwriter, if the
Company gives the Trust and the Underwriter the written notice
specified in Section 1.6(b) hereof and at the time such notice was
given there was no notice of termination outstanding under any other
provision of this Agreement; provided, however, any termination under
this Section 10.1(k) shall be effective forty five (45) days after the
notice specified in Section 1.6(b) was given.

10.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 10.1(a) may be exercised
for any reason or for no reason.

10.3 NOTICE REQUIREMENT. No termination of this Agreement shall
be effective unless and until the party terminating this Agreement gives prior
written notice to all other parties to this Agreement of its intent to
terminate, which notice shall set forth the basis for such termination.
Furthermore,

Page 26

(a) In the event that any termination is based upon the provisions of
Article VII or the provision of Section 10.1(a), 10.1(i), 10.10) or 10.1(k) of
this Agreement, such prior written notice shall be given in advance of the
effective date of termination as required by such provisions; and

(b) in the event that any termination is based upon the provisions of
Section 10.1(c) or 10.1(d) of this Agreement, such prior written notice shall be
given at least ninety (90) days before the effective date of termination.

10.4 EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, the Trust and the Underwriter shall, at the option of the Company,
continue to make available additional shares of the Trust pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitations, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Trust, redeem
investments in the Trust and/or invest in the Trust upon the making of
additional purchase payments under the Existing Contracts. The parties agree
that this Section 10.4 shall not apply to any terminations under Article VII and
the effect of such Article VII terminations shall be governed by Article VII of
this Agreement.

10.5 The Company shall not redeem Trust shares attributable to the
Contracts (as opposed to Trust shares attributable to the Company's assets held
in either Account) except (i) as necessary to implement Contract Owner initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application (hereinafter referred
to as a "Legally Required Redemption"). Upon request, the Company will promptly
furnish to the Trust and the Underwriter the opinion of counsel for the Company
to the effect that any redemption pursuant to clause (ii) above is a Legally
Required Redemption. Furthermore, except in cases where permitted under

Page 27

the terms of the Contracts, the Company shall not prevent Contract Owners from
allocating payments to a Fund that was otherwise available under the Contracts
without first giving the Trust or the Underwriter 90 days notice of its
intention to do so.

ARTICLE XI. NOTICES

If to the Trust:

One Post Office Square
Boston, MA 02109
Attention:

If to the Company:

20 Washington Avenue South
Minneapolis, Minnesota 55440
Attention: James E. Nelson

If to the Underwriter:

One Post Office Square
Boston, MA 02109
Attention:

ARTICLE XII. MISCELLANEOUS

12.1 All persons dealing with the Trust, Underwriter or Company must
look solely to the property of the Trust, Underwriter or Company for the
enforcement of any claims against the Trust as neither the Board, officers,
agents or shareholders assume any personal liability for obligations entered
into on behalf of the Trust, Underwriter or Company.

Page 28

utilize such names and addresses and other confidential information until such
time as it may come into the public domain without the express written consent
of the affected party.

12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.5 If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

12.7 The Trust and Underwriter agree that to the extent any advisory or
other fees received by the Trust, the Underwriter or the Adviser are determined
to be unlawful in legal or administrative proceedings under the 1973 NAIC model
variable life insurance regulation in the states of California, Colorado,
Maryland or Michigan, the Underwriter shall indemnify and reimburse the Company
for any out of pocket expenses and actual damages the Company has incurred as a
result of any such proceeding; provided, however,

Page 29

that the provisions of Section 8.2(b) and 8.2(c) of this Agreement shall apply
to such indemnification and reimbursement obligation. Such indemnification and
reimbursement obligation shall be in addition to any other indemnification and
reimbursement obligations of the Trust and/or the Underwriter under this
Agreement.

12.8 The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in which the parties hereto are entitled to under state
and federal laws.

Company:

NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY
By its authorized officer,

By: Richard R. Crowl
Title: Vice President
Date: 1-12-94

(SEAL)

By: Michael S. Fischer
Title: Second Vice President
Date: 1-12-94

(SEAL)

Trust:

PUTNAM CAPITAL MANAGER TRUST
By its authorized officer,

By: Charles E. Porter
Title: Executive Vice President
Date: 1-13-94

(SEAL)

Underwriter:

PUTNAM MUTUAL FUNDS CORP.
By its authorized officer,

By: William A. Campagna
Title: Senior Vice President
Date: 1-14-94

(SEAL)

Page 30

<PAGE>

SCHEDULE A
CONTRACTS

1. NWNL Select Variable Account

(a) Flexible Premium Individual Deferred Retirement Annuity.
Contract Form Number: 84-420 and State Exceptions.

2. Select*Life Variable Account

(a) Flexible Premium Variable Life Insurance Policy.
Contract Form Number: 84-662 and State Exceptions.

(b) Flexible Premium Variable Life Insurance Policy.
Contract Form Number: 84-795 and State Exceptions.

<PAGE>

SCHEDULE B
PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for the
handling of provides relating to the Trust by the Underwriter, the Trust and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Company to perform the steps
delineated below.

1. The number of proxy proposals is given to the Company by the
Underwriter as early as possible before the date set by the Trust for
the shareholder meeting (the "Record Date") to facilitate the
establishment of tabulation procedures. At this time the Underwriter
will inform the Company of the Record, Mailing and Meeting dates. This
will be done verbally approximately two months before meeting.

2. Promptly after the Record Date, the Company will perform a "tape run",
or other activity, which will generate the names, addresses and number
of units/shares which are attributed to each contractowner/policyholder
(the "Customer") as of the Record Date. Allowance should be made for
account adjustments made after this date that could affect the status
of the Customers' accounts as of the Record Date.

Note: The number of voting instruction cards is determined by the
activities described in Step #2. The Company will use its
best efforts to call in the number of Customers to NSR, as
soon as possible, but no later than two weeks after the
Record Date.

3. The Trust's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of proxy
statement. Underwriter will provide at least one copy of the last
Annual Report to the Company.

-1-

4. The text and format for the Voting Instruction Cards ("Cards" or
"Card") is provided to the Company by the Trust. The Company, at its
expense, shall produce and personalize the Voting Instruction Cards
with the name, address and number of units/shares for each customer.
(This and related steps may occur later in the chronological process
due to possible uncertainties relating to the proposals.)

5. Company will at its expense, print account information on the Cards.

6. Allow approximately 24 business days for printing information on the
Cards. Information commonly found on the Cards includes:

a. name (legal name as found on account registration)

b. address

c. Trust or account number

d. coding to state number of shares/units (depends upon
tabulation process used by the computer system, i.e.,
whether or not system knows number of shares held just by
"reading" the account number)

e. individual Card number for use in tracking and verification
of votes (already Cards as printed by the Trust)

Note: When the Cards are printed by the Trust each Card is
numbered individually to guard against potential Card/
vote duplication.

7. During this time, the Legal Department of the Underwriter or its
affiliate ("NSR Legal") will develop, produce, and the Trust will pay
for the Notice of Proxy and the Proxy Statement (one document). Printed
and folded notices and statements will be sent to Company for insertion
into envelopes (envelopes and return envelopes are provided and paid
for by the Company). Contents of envelope sent to Customers by Company
will include:

-2-

a. Voting Instruction Card

b. proxy notice and statement (one document)

c. return envelope (postage pre-paid by Company) addressed to
the Company or its tabulation agent.

e. cover letter - optional, supplied by Company and reviewed
and approved in advance by NSR Legal.

9. Package mailed by the Company.

* The Trust MUST allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended, but
not necessary, to receive a proper response percentage.)
Solicitation time is calculated as days from (but NOT including)
the meeting, counting backwards.

** If the Customers were actually the shareholders, at least 50% of
the outstanding shares must be represented and 66 2/3% of that
50% must have voted affirmatively on the proposals to have an
effective vote. HOWEVER, since the Company is the shareholder,
the Customers' votes will (except in certain limited
circumstances) be used to dictate how the Company will vote.

-3-

* Postmarks are not generally needed. A need for postmark
information could be due to an insurance company's internal
procedure and has not been required by NSR in the past.

11. Signatures on Card checked against legal name on account registration
which was printed on the Card.

* This verifies whether an individual has signed correctly for self
with the same name as is on the account registration.

For example:

If the account registration is under "Bertram C. Jones, Trustee," then
that is the exact legal name to be printed on the Card and is the
signature needed on the Card.

12. If Cards are mutilated, or for any reason are illegible or are not
signed properly, they are sent back to Customer with an explanatory
letter, a new Card and return envelope. The mutilated or illegible Card
is disregarded and considered to be NOT RECEIVED for purposes of vote
tabulation. Any Cards that have checked out" (e.g., mutilated,
illegible) of the procedure are "hand verified," i.e., examined as to
why they did not complete the system. Any questions on those Cards are
usually remedied individually.

-4-

14. The actual tabulation of votes is done in units and in shares. (It is
very important the that Trust receives the tabulations stated in terms
of a percentage and the number of SHARES.)

15. Final tabulation in shares is verbally given by the Company to the
Legal Department on the morning of the meeting by 10:00 a.m.
Connecticut time.

16. Vote is verified by the Company and is sent to NSR Legal.

17. Company then votes its proxy in accordance with the votes received from
Customers the morning of the meeting (except in limited circumstances
as may be otherwise required by law). A letter documenting the
company's vote is supplied by NSR Legal and is sent to officer of the
Company for his signature. This letter is normally sent after the
meeting has taken place.

18. The Company will be required to box and archive the Cards received from
the Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, NSR will be
permitted reasonable access to such Cards.

19. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.

20. During tabulation procedures, the Trust and the Company determine if a
resolicitation is required and what form that resolicitation should
take, whether it should be by a mailing, or by recorded telephone line.
A resolicitation is considered when the vote response is slow and it
appears that not enough votes would be received by the meeting date.
The meeting could be adjourned to leave enough time for the
resolicitation.

- 5 -

A determination is made by the Company and the Trust to find the most
cost effective candidates for iresolicitation. These are Customers who
have not yet voted, but whose balances are large enough to bring in the
required vote with minimal costs.

a. By mail: NSR Legal amends the voting instruction cards, if
necessary, and writes a resolicitation letter. The Trust supplies
these to the Company. The Company generates a mailing list, etc.,
as per step 2 onward.

b. By phone: Rarely used. This must be done on a recorded line. NSR
Legal and the Trust will supply the necessary procedures and
script if a phone resolicitation were to be required.

-6-

<PAGE>
Amendment No. 1

Amendment to the Participation Agreement among Northwestern National
Life Insurance Company (the "Company"), Putnam Capital Manager Trust (the
"Fund") and Putnam Mutual Funds Corp. (the "Underwriter") dated January 14,
1991(the "Agreement").

WHEREAS each of the parties desire to amend the Agreement to permit the
Company to offer the Fund through the Company's Select*Life I flexible premium
variable life insurance policies and Select*Annuity II individual deferred
variable annuity contracts which have separate accounts using the Fund as the
investment vehicle for said separate accounts. The Company, Underwriter and Fund
hereby agree to amend Schedule A of the Agreement by inserting the following in
its entirety:

1.(b) Flexible Premium Individual Deferred Retirement Annuity
Contract Form No, 81-870 and the state exceptions.

2.(c) Flexible Premium Variable Life Policy Contract Form No. 83-300
and the state exceptions.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of March 15, 1994.

NORTHWESTERN NATIONAL PUTNAM CAPITAL MANAGER TRUST
LIFE INSURANCE COMPANY

By: /S/ RICHARD R. CROWL By: /S/ CHARLES E. PORTER
Richard R. Crowl Charles E. Porter
Title: Vice President and Title: Executive Vice President
Assistant General Counsel

PUTNAM MUTUAL FUNDS CORP.

By: /S/ MICHAEL S. FISCHER By: /S/ WILLIAM A. CAMPAGNA
Michael S. Fischer William A. Campagna
Title: Second Vice President and Title: Senior Vice President and
Assitant General Counsel Director of Insurance Products

<PAGE>

SCHEDULE A

CONTRACTS

1. NWNL Select Variable Account

(a) Flexible Premium Individual Deferred Retirement Annuity Contract
Form Number: 84-420 and state exceptions.

(b) Flexible Premium Individual Deferred Retirement Annuity Contract
Form Number: 81-870 and state exceptions.

2. Select*Life Variable Account

(a) Flexible Premium Variable Life Insurance Policy Contract Form
Number: 84-662 and state exceptions.

(b) Flexible Premium Variable Life Insurance Policy Contract Form
Number: 84-795 and state exceptions.

<PAGE>

Amendment No. 2

Amendment to the Participation Agreement among ReliaStar Life Insurance
Company (formerly Northwestern National Life Insurance Company) (the "Company"),
Putnam Capital Manager Trust (the "Fund") and Putnam Mutual Funds Corp. (the
"Underwriter") dated January 14, 1991 (the "Agreement").

2.(d) Survivorship Flexible Premium Variable Life Insurance Policy
85-230, and the state exceptions.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative as
of November 15, 1996.

ReliaStar Life Insurance Company

By: ______________________________________
Michael S. Fischer
Title: Vice President and
Assistant General Counsel

By: ______________________________________
John A. Johnson
Title: Vice President and
Actuary Individual Insurance

Putnam Capital Manager Trust

By: ______________________________________

Name: ____________________________________

Title: ___________________________________

Putnam Mutual Funds Corp.

By: ______________________________________

Name: ____________________________________

Title: ___________________________________

<PAGE>

SCHEDULE A

CONTRACTS

1. NWNL Select Variable Account

(a) Flexible Premium Individual Deferred Retirement Annuity Contract
Form Number: 84-420 and state exceptions.

(b) Flexible Premium Individual Deferred Retirement Annuity Contract
Form Number: 81-870 and state exceptions.

2. Select*Life Variable Account

(a) Flexible Premium Variable Life Insurance Policy Contract Form
Number: 84-662 and state exceptions.

(b) Flexible Premium Variable Life Insurance Policy Contract Form
Number: 84-795 and state exceptions.

(d) Survivorship Flexible Premium Variable Life Insurance Policy
Contract Form Number: 85-230 and state exceptions.

RELIASTAR

LIFE INSURANCE APPLICATION

INSTRUCTIONS TO AGENTS

Temporary Insurance Agreement and Receipt

1. Give to the applicant ONLY IF at least 10% of the initial annual premium
(one monthly premium if a preauthorized method of collection is used) is
taken with the application, or if a government allotment, account
deduction, or other premium payment authorization form is completed with
the application.

2. Except as provided in the Receipt, you do not have authority to bind
coverage.

3. You do not have authority to vary the terms of the Receipt.

The check or money order is to be made payable to ReliaStar Life Insurance
Company (ReliaStar Life).

Settlement may not be accepted, nor may the Receipt be given, if:

1. The amount of this application (including ADB) plus all previously issued
or applied for coverage with ReliaStar Life exceeds $1,000,000;

2. The amount of this application (including ADS) exceeds $500,000; or

3. Either question 3, 4, or 5 of Section J is answered yes.

You must detach the notices regarding consumer reports, MIS, and information
practices and give them to the applicant.

RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY
P.O. Box 20, Minneapolis, Minnesota 55440

45875 11/96

<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

This application consists of sections A, B, C, F, G, H, J, 0, and P in all cases
and sections D, E, I, K, L, M, N, and the medical exam when required by the
underwriting rules of the Company.

<S> <C>
1. Title [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Other [ ]

2. First Name MI Last Name

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

3. Sex [ ] Male 4. Date of Birth 5. Social Security Number 6. Birth State Country
[ ] Female / / - - [ ] [ ]

7. Home Phone Number 8. Business Phone Number 9. Fax Number
( ) ( ) ( )

10. Driver's License Number State

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

11. Residence Street Address City State Zip Code

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

12. Address for Premium Notice if other than Residence City State Zip Code

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

13. How long has the applicant lived at the present location? (if less than three years, list former addresses.)

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

14. Electronic Mail Address 15. Occupation 16. [ ] Self-Employed [ ] Retired [ ] Other

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

17. Annual Income 18. Employer (Name and Address)
$
------------- ------------------------------------------------------------------------------------

19. Marital Status [ ] Single [ ] Married

20. Height (ft., in.) 21. Weight (lbs.) 22. Weight change in last year
[ ] gain ------ (lbs.)
---------------- ------------ [ ] loss
[ ] none

23. Do you have a personal physician or clinic? [ ] yes [ ] no

24. Name, Address and Telephone Number of Personal Physician/Clinic

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

25. Date Last Consulted 26. Reason for and Results of Consultation

/ / -------------------------------------------------------------------------------

27. Have you smoked cigarettes: 28. Have you used tobacco in any other form
a. In the last 730 days (2 years)? [ ] yes [ ] no including any gum or patch containing
b. In the last 1095 days (3 years)? [ ] yes [ ] no nicotine:
a. In the last 730 days (2 years)? [] yes [] no
b. In the last 1095 days (3 years)? [] yes [] no
</TABLE>

45675 Page 1 11/96

<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION A. PROPOSED PRIMARY INSURED INFORMATION (CONTINUED)

29. Has any parent or sibling ever had heart disease, high blood pressure,
diabetes, cancer, or tumor? [ ] yes [ ] no

30. Family Record

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Living/Health Age Deceased/Cause of Death Age
Father
------------------------ ------- -------------------------------- --------
Mother
------------------------ ------- -------------------------------- --------
Sibling(s)
------------------------ ------- -------------------------------- --------

31. Life Insurance In Force (if none, check none.) [ ] None
Company Personal Life Benefit Business Life Benefit Accidental Death Benefit Date Issued

-------------- $-------------------- $--------------------- $ ----------------------- -----------

SECTION B. OWNER INFORMATION

COMPLETE IF THE OWNER IS OTHER THAN THE PROPOSED PRIMARY INSURED IF THE
PROPOSED PRIMARY INSURED IS A MINOR, ALWAYS SPECIFY THE OWNER.

1. First Name or Name of Trust MI Last Name

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

2. Date of Birth 3. Sex [ ] Male 4. Social Security Number or Tax ID Number
/ / [ ] Female / /
---------------------------

5. Residence Street Address City State Zip Code

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

6. Relationship to Proposed Primary Insured [ ] Spouse [ ] Child [ ] Parent [ ] Other (specify) ---------

SECTION C. CONTINGENCY OWNER INFORMATION

1. First Name or Name of Trust

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

2. Date of Birth 3. Sex [ ] Male 4. Social Security Number or Tax ID Number
[ ] Female
----------------- ----------------------- ---------------------------

5. Residence Street Address City State Zip Code

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

6. Relationship to Proposed Primary Insured [ ] Spouse [ ] Child [ ] Parent [ ] Other (specify) --------

</TABLE>

45675 Page 2 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION D. PROPOSED ADDITIONAL INSURED OR JOINT INSURED INFORMATION

1. Title [ ] Mr. [ ] Mrs. [ ] Ms. [ ] Other [ ]

2. First Name MI Last Name

----------------------------- ------ -----------------------------------
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C>
3. Sex 4. Date of Birth 5. Social Security Number 6. Birth State Country
[ ] Male [ ] Female
---------------- ---------------------- ------------- --------------

7. Home Phone Number 8. Business Phone Number 9. Fax Number

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

10. Driver's License Number State

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

11. Residence Street Address City State Zip Code

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

12. Occupation 13. [] Self-Employed [] Retired [] Other

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

14. Annual Income

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

15. Employer (Name and Address)

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

16. Height (ft., in.) 17. Weight (lbs.) 18. Weight change in last year 19. Do you have a personal [] yes
[ ] gain (lbs.) physician or clinic [] no
------------------ ---------------- [ ] loss
[ ] none

20. Name, Address and Telephone Number of Personal Physician/Clinic

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

21. Date Last Consulted 22. Reason for and Results of Consultation
/ /
-------------------------------------------------------------------------------

23. Have you smoked cigarettes: 24. Have you used tobacco in any other form
a. In the last 730 days (2 years)? [] yes [] no including any gum or patch containing nicotine:
b. In the last 1095 days (3 years)? [] yes [] no a. In the last 730 days (2 years)? [] yes [] no
b. In the last 1095 days (3 years)? [] yes [] no

25. Family Record

Living/Health Age Deceased/Cause of Death Age
Father
------------------------ ------- ------------------------------- ----------
Mother
------------------------ ------- ------------------------------- ----------
Sibling(s)
------------------------ ------- ------------------------------- ----------

26. Life Insurance In Force (if none, check none.) [ ] None
Company Personal Life Benefit Business Life Benefit Accidental Death Benefit Date Issued
$ $ $
--------------------- ---------------------- --------------------------- -------------
</TABLE>

45675 Page 3 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION E. PROPOSED CHILDREN'S INSURANCE RIDER INFORMATION

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. FIRST CHILD: First Name MI Last Name

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

2. Sex 3. Date of Birth 4. Social Security Number 5. Height (ft., in.) 6. Weight (lbs.)
[] Male [] Female / / - -
---------------- ---------------------- ----------------- --------------

7. Do you have a personal physician or clinic?------------------------------------------------- [ ] yes [ ] no

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

8. Name, Address and Telephone Number of Personal Physician/Clinic

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

9. Date Last Consulted

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

10. Reason for and Results of Consultation

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

11. Amount of Life Insurance In Force (If none, check none.) [ ] None Company

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

1. SECOND CHILD: First Name MI Last Name

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

2. Sex 3. Date of Birth 4. Social Security Number 5. Height (ft., in.) 6. Weight (lbs.)
[] Male [] Female / / - -
----------------- ----------------

7. Do you have a personal physician or clinic?---------------------------------------------- [ ] yes [ ] no

8. Name, Address and Telephone Number of Personal Physician/Clinic

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

9. Date Last Consulted 10. Reason for and Results of Consultation

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

11. Amount of Life Insurance in force (If none, check none.) [ ] None Company

$
-----------------------------------------------------------------------------------------------------------

1. THIRD CHILD: First Name MI Last Name

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

2. Sex 3. Date of Birth 4. Social Security Number 5. Height (ft., in.) 6. Weight (lbs.)
[] Male [] Female / / - -
----------------- --------------

7. Do you have a personal physician or clinic? --------------------------------------------- [ ] yes [ ] no

8. Name, Address and Telephone Number of Personal Physician/Clinic

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

9. Date Last Consulted 10. Reason for and Results of Consultation

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

11. Amount of Life Insurance In Force (If none, check none.) [ ] None Company

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

45675 Page 4 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION F. BASE POLICY INFORMATION

MUST ATTACH A COPY OF THE ILLUSTRATION SIGNED BY THE APPLICATION.

1. Base Face Amount (Not Including Term Riders) 2. Product Name
$
---------------------------------------------- ----------------------
3. Product Type
[ ] Fixed
[ ] Variable.- (Owner must receive a current prospectus, and section K must
be completed if applying for a variable universal life
Insurance policy.)

4. Death Benefit Option: [ ] Level [ ] Increasing [ ] Variable

5. Rate class quoted:
[ ] Preferred No-Tobacco [ ] No-Tobacco [ ] Preferred [ ] Tobacco
[ ] Preferred Nonsmoker [ ] Nonsmoker [ ] Standard [ ] Other

SECTION G. RIDER INFORMATION

CHECK APPROPRIATE BOX AND/OR ENTER AMOUNTS.

<TABLE>
<CAPTION>
<S> <C> <C>
1. Variable Universal Life Riders: 2. Universal Life Rider:

[ ] Accelerated Benefit Rider [ ] Accelerated Benefit Rider

[ ] Waiver of Monthly Deduction Rider

[ ] Waiver of Specified Premium Rider [ ] Waiver of Specified Premium Rider
(Specify Monthly Premium) .......$ (Specify Monthly Premium) .......... $

[ ] Additional Insured Rider [ ] Term Insurance Rider
(on Primary Insured) ............$ (to 95 on Base Insured/EPR) ....... $

[ ] Additional Insured Rider [ ] Term Insurance Rider (10-year
(on Additional Insured) .........$ term rider on Base Insured) ...... . $

[ ] Accidental Death Benefit Rider ..$ [ ] Additional Insured Rider
(on Additional Insured) ......... . $
[ ] Children's Insurance Rider ..... $
[ ] Accidental Death Benefit Rider ..... $

[ ] Other .. $ [ ] Children's Insurance Rider ......... $

[ ] Other .. $ [ ] Future Purchase Option Rider ....... $

[ ] Other .. $ [ ] Other .. $

</TABLE>

45675 Page 5 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION G. RIDER INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
<C> <C>
3. Participating Policy Riders: 4. Term Policy Riders:

[ ] Accelerated Benefit Rider [ ] Accelerated Benefit Rider

[ ] Waiver of Premium Rider [ ] Waiver of Premium Rider

[ ] Paid Up Additions Rider (PUAR) [ ] Extension of Rate Guarantee Rider

[ ] Lump Sum Premium $ [ ] Accidental Death Benefit Rider ... $

[ ] Level Premium $ [ ] Children's Insurance Rider........ $

[ ] Term/Paid Up Additions Rider $
[ ] Children's Insurance Rider....... .$
[ ] Additional Insured Term Rider
(on Primary Insured) $
[ ] Other $
Indicate Length of Term:
[ ] 5 years [ ] 10 years [ ] Other
[ ] 15 years [ ] 20 years [ ] Other $
</TABLE>

[ ] Additional Insured Term Rider
(on Additional Insured)

Indicate Length of Term:
[ ] 5 years [ ] 10 years [ ] Other
[ ] 15 years [ ] 20 years

[ ] Accidental Death Benefit Rider $ ---------------------------------

[ ] Children's Insurance Rider $ ---------------------------------

[ ] Future Purchase Option Rider $ ----------------------------------

DIVIDEND OPTION

Dividends shall purchase paid-up additions (Option 2)
unless another option is selected.
[ ] (Option 1) Applied to premium
[ ] (Option 3) Cash
[ ] (Option 4) Left on deposit
[ ] (Option 12) Applied toward premium payment
[ ] Other
-------------------------------------

<TABLE>
<CAPTION>
<S> <C>
Is automatic premium loan wanted if available? ........................................... [ ] yes [ ] no
If yes, select one of the following:................ [ ] Limited [ ]Unlimited [ ] Apply Dividends First
</TABLE>

45675 Page 6 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION H. BENEFICIARY INFORMATION OF PROPOSED PRIMARY AND JOINT INSURED

UNLESS OTHERWISE STATED, THE BENEFICIARY DESIGNATION IS REVOCABLE AND
BENEFICIARIES OF LIKE CLASS SHALL SHARE EQUALLY WITH RIGHT OF SURVIVORSHIP.

1. PRIMARY BENEFICIARY OF PROPOSED PRIMARY AND JOINT INSUREDS

A. .........................................., spouse of the Proposed Insured;

Address ..................................................................;

Social Security Number ................; Date of birth ...........; if

living, otherwise the then surviving children, if any, born of or adopted

during insured's marriage with said spouse in equal shares.

B. ..................., spouse of the Proposed Insured; Address .............

Social Security Number ................; Date of birth: ..............;

if living, otherwise to ............ Relationship ........................;

Date of birth .......................

C.
<TABLE>
<CAPTION>
<S> <C>
Name ...................... ; Social Security Number .....................; Date of birth ...............;

Address...............................; City .........................; State ......; Zip ...............

Name ...................... ; Social Security Number .....................; Date of birth ...............;

Address...............................; City .........................; State ......; Zip ...............

Name ...................... ; Social Security Number .....................; Date of birth ...............;

Address...............................; City .........................; State ......; Zip ...............
</TABLE>

Children of Proposed Insured in equal shares, or the survivor. Any payment
to a minor child shall be made to the legally appointed guardian of his or
her estate, unless otherwise permitted by law.

<TABLE>
<CAPTION>
D.

<S> <C>
Trustee of the ...........................................trust agreement dated ...............................
(Name of trust agreement) (must include date of trust)
or its successor or successors in trust.

E. ...................................................Corporation. Incorporated in state of.........................
(Name of Corporation) (must have state of Inc.)

F. Other:

..................................................................................................................

2. CONTINGENT BENEFICIARY OF PROPOSED PRIMARY AND JOINT INSUREDS

Name .....................................................; Address .............................................;

Social Security Number ..................................; Date of birth .....................

Relationship ....................................
</TABLE>

45675 Page 7 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION I. BENEFICIARY INFORMATION OF PROPOSED ADDITIONAL INSURED

UNLESS OTHERWISE STATED, THE BENEFICIARY DESIGNATION IS REVOCABLE AND
BENEFICIARIES OF LIKE CLASS SHALL SHARE EQUALLY WITH RIGHT OF SURVIVORSHIP.

1. Primary Beneficiary of Proposed Primary and Joint Insureds

<TABLE>
<CAPTION>
<S> <C>
A. ...................................................................., spouse of the Proposed Insured;

Address .............................................................................................;

Social Security Number .....................; Date of birth.................; if living, otherwise the

then surviving children, if any, born of or adopted during insured's marriage with said spouse

in equal shares.

B. ........................, spouse of the Proposed Insured; Address ....................................

Social Security Number .................... ; Date of birth:................; if living, otherwise to

............................. Relationship.........................; Date of birth ..................

C.
Name ...................... ; Social Security Number .....................; Date of birth ...............;

Address...............................; City .........................; State ......; Zip ...............

Name ...................... ; Social Security Number .....................; Date of birth ...............;

Address...............................; City .........................; State ......; Zip ...............

Name ...................... ; Social Security Number .....................; Date of birth ...............;

Address...............................; City .........................; State ......; Zip ...............

Children of Proposed Insured in equal shares, or the survivor. Any payment
to a minor child shall be made to the legally appointed guardian of his or
her estate, unless otherwise permitted by law.

D.
Trustee of the ............................................trust agreement dated ...............................
(Name of trust agreement) (must include date of trust)
or its successor or successors in trust.

E. ...................................................Corporation. Incorporated in state of.........................
(Name of Corporation) (must have state of Inc.)

F. Other:

..................................................................................................................

2. CONTINGENT BENEFICIARY OF PROPOSED PRIMARY AND JOINT INSUREDS

Name .....................................................; Address .............................................;

Social Security Number ..................................; Date of birth .....................

Relationship ....................................

</TABLE>

45675 Page 8 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION J. GENERAL INFORMATION

COMPLETE THE FOLLOWING ON AFT PROPOSED INSURED INCLUDING CHILDREN TO BE COVERED
UNDER THE CHILDREN'S INSURANCE RIDER.

1. a. Does any Proposed Insured have any other application pending for life
Insurance? [ ] yes [ ] no
b. If yes, will applications now pending for life insurance be accepted and
placed in force? [ ] yes [ ] no
c. List company(ies) and amount(s) applied for.

Proposed Insured's Name Company Amount Applied For

---------------------------- -------------------- $ ----------------

<TABLE>
<CAPTION>
<S> <C> <C>
2. Does any Proposed Insured have any existing life or annuity coverage to be
replaced, lapsed, surrendered, or borrowed against? (If yet, please list
company, policy number, and amount.) ......................................[ ] yes [ ] no

Proposed Insured's Name Company Policy Number Amount

----------------------- --------------- -------------- $ -----------

3. Has any Proposed Insured in the last 12 months had any known or suspected
heart attack, stroke, or cancer, other than of the skin (except melanoma),
or been treated by any physician or other practitioner for any of these
conditions? [ ] yes [ ] no
4. Has any Proposed Insured in the last 60 days been advised by any physician
or other practitioner to have any diagnostic test or surgery not yet
performed? [ ] yes [ ] no
5. Has any Proposed Insured in the last 10 years:
a. Had or been told that they had Acquired Immune Deficiency Syndrome
(AIDS) or HIV infection? [ ] yes [ ] no
b. Received advice or treatment in connection with all of the categories"
mentioned in 'a' above? [ ] yes [ ] no
c. Tested positive for the antibodies to the AIDS virus? [ ] yes [ ] no
6. Has any Proposed Insured in the last five years had any motor vehicle
accidents, alcohol or drug related convictions while operating a motor
vehicle, or other moving violations? [ ] yes [ ] no
7. Details for yes answers to questions 3-8.
8. Has any Proposed Insured in the last five years made or does any Proposed
Insured anticipate making flights in an aircraft other than as a passenger
on a scheduled airline? [ ] yes [ ] no
(if yes, complete the Aviation Questionnaire (Section M.1.), which will
become part of this application.)
9. Is any Proposed Insured in the reserves, National Guard, on active duty in
the military, or enrolled in a college military program? [ ] yes [ ] no
(If yes, complete the Military Questionnaire (Section M.5.), which will
become part of this application.)
10. Has any Proposed Insured in the last three years engaged in or does any
Proposed Insured plan to engage in any of the following activities?
(If yes, give details in the Avocation and Sports Questionnaire (Sections
M.2., M.3, and M.4.), which will become part of this application.)
a. Scuba diving [ ] yes [ ] no e. Rodeo [ ] yes [ ] no
b. Sky diving or parachuting [ ] yes [ ] no f. Motorized vehicle racing [ ] yes [ ] no
c. Hang-gliding [ ] yes [ ] no g. Flying ultra-lights [ ] yes [ ] no
d. Mountain climbing [ ] yes [ ] no
</TABLE>

46675 Page 9 11/08

<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION K. SUITABILITY

THIS SECTION MUST BE COMPLETED ONLY IF APPLYING FOR A VARIABLE UNIVERSAL LIFE
INSURANCE POLICY.

IMPORTANT NOTICE: The Death Benefit and the Cash Surrender Value under the
Variable Account may increase or decrease with the investment performance of the
mutual funds. Regardless of the investment performance, the Death Benefit will
never be less than the Face Amount as long as there are no unpaid monthly
deductions or policy loans. There is no guaranteed cash surrender value for
amounts in the Variable Account. Upon request, we will furnish you with a
comparison of benefits of the policy applied for and a fixed life insurance
policy.

1. Did the Owner receive a Prospectus describing the policy, investment
divisions, and important features? [] yes [] no

2. If yes, which Prospectus was delivered?

a. [ ] N700.176 Date of Prospectus (month/year) /

b. [ ] N700.181 Date of Prospectus (month/year) /

c. [ ] Other Date of Prospectus (month/year) /

3. Does the Owner understand that if premiums are allocated to the Variable
Account the Death Benefit may, under certain conditions, increase or
decrease depending on the investment performance of the Variable Account?
[ ] yes [ ] no

4. Does the Owner understand the Cash Surrender Value will increase or
decrease reflecting the investment performance of the Variable Account?
[ ] yes [ ] no

5. Does the Owner think that this policy will meet his or her insurance needs
and financial objectives? [ ] yes [ ] no

6. Annual Income: Earned $ ---------------------- Other $ -------------------

<TABLE>
<CAPTION>
<S> <C>
7. Face Amount of Life Insurance In Force (Listed on Section A) Savings Current Value of Securities Equity in Home
$ $ $ $
--------------------------------------------------------- ------- --------------------------- ---------------

8. Assets Debts No. of Dependents Ages of Dependents
$ $ $ $
------------------ ----------- ----------------------- ----------------------------------

9. ALLOCATION OF PREMIUM PAYMENTS: ALLOCATION MUST BE IN WHOLE PERCENTAGE POINTS TOTALING 100%.

a. % Fixed Account FIDELITY'S VARIABLE INSURANCE OTHER INVESTMENT COMPANIES/FUNDS
PRODUCTS FUNDS I AND II
SPECIFY BOTH THE INVESTMENT
COMPANY AND FUND NAMES.
</TABLE>
PUTNAM CAPITAL TRUST (PCM) j. % Money Market
Portfolio (FMM)

b. % PCM Asia Pacific k. % High Income
Growth Fund (PAP) Portfolio (FHI)

c. % PCM Diversified l. % Growth s. %
Income Fund (PDI) Portfolio (FGP)

d. % PCM Growth and m. % Equity-Income
Income Fund (PGI) Portfolio (FEI)

e. % PCM New Opportunities n. % Overseas
[ ] Fund (PNO) Portfolio (FOS) t. %

f. % PCM Utilities Growth o. % Index 500
and Income Fund (PUT) Portfolio (FIN)

g. % PCM Voyager p. % Asset Manager
Fund (PVY) Portfolio (FAM)

q. % Contrafund u. %
NORTHSTAR VARIABLE TRUST Portfolio (FCF)

h. % Northstar Income and r. % Investment Grade
Growth Fund (NIG) Bond Portfolio (FIG)

i. % Northstar Multi Sector v. %
Bond Fund (NMS)

Allocation affects all future payments until changed by you. If no allocations
are indicated above, then the total Net Premium is credited to the Money Market
Portfolio, pending allocation by the Owner.

45675 Page 10 11/96
<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION L. DECLARATIONS OF THE PROPOSED INSUREDS

COMPLETE THE FOLLOWING ON AFT PROPOSED INSUREDS, INCLUDING CHILDREN TO BE
COVERED UNDER THE CHILDREN'S INSURANCE RIDER (GIVE DETAILS UNDER L.12 FOR ANY
QUESTIONS ANSWERED YES.)

<TABLE>
<CAPTION>
<S> <C>
1. Has any Proposed Insured ever had any disease or injury of the following PROPOSED OTHER PROPOSED
organs or any sickness listed below? PRIMARY INSUREDS (ADDITIONAL,
INSURED JOINT, OR CHILDREN)

a. Paralysis, epilepsy, convulsions, fainting, brain, or nervous system? [ ] yes [ ] no [ ] yes [ ] no

b. Nervous or mental disorder? [ ] yes [ ] no [ ] yes [ ] no

c. High blood pressure, stroke, or circulatory problems? [ ] yes [ ] no [ ] yes [ ] no

d. Chest pain or heart disease? [ ] yes [ ] no [ ] yes [ ] no

e. Irregular heart rate, palpitations, heart murmur, or rheumatic fever? [ ] yes [ ] no [ ] yes [ ] no

f. Cancer or tumor? [ ] yes [ ] no [ ] yes [ ] no

g. Shortness of breath, lungs, bronchitis, asthma, tuberculosis, or [ ] yes [ ] no [ ] yes [ ] no
pneumonia?

h. Large or small intestine, chronic diarrhea, rectum, or hernia? [ ] yes [ ] no [ ] yes [ ] no

i. Kidney, bladder, or prostate? [ ] yes [ ] no [ ] yes [ ] no

j. Liver, gallbladder, or jaundice? [ ] yes [ ] no [ ] yes [ ] no

k. Thyroid? [ ] yes [ ] no [ ] yes [ ] no

l. Blood, pus, or protein in urine? [ ] yes [ ] no [ ] yes [ ] no

m. Diabetes or sugar in urine? [ ] yes [ ] no [ ] yes [ ] no

n. Sexually transmitted disease? [ ] yes [ ] no [ ] yes [ ] no

o. Acquired Immune Deficiency Syndrome (AIDS) or HIV infection? [ ] yes [ ] no [ ] yes [ ] no

p. Anemia or other blood disorder? [ ] yes [ ] no [ ] yes [ ] no

q. Arthritis, neuritis, bone, joint, or muscle disorder? [ ] yes [ ] no [ ] yes [ ] no

r. Eyes or ears? [ ] yes [ ] no [ ] yes [ ] no

s. Skin disorder? [ ] yes [ ] no [ ] yes [ ] no

t. Stomach, ulcers, or indigestion? [ ] yes [ ] no [ ] yes [ ] no
</TABLE>

45675 Page 11 11/96

<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION L. DECLARATIONS OF THE PROPOSED INSUREDS (CONTINUED)
<TABLE>
<CAPTION>
PROPOSED OTHER PROPOSED
PRIMARY INSUREDS (ADDITIONAL,
INSURED JOINT, OR CHILDREN)

<S> <C>
2. Has any Proposed Insured experienced any symptoms for which they have not
yet consulted a health care provider? [ ] yes [ ] no [ ] yes [ ] no

3. Is any Proposed Insured presently taking any medication, including any
non-prescription medication? [ ] yes [ ] no [ ] yes [ ] no

4. Is any Proposed Insured presently under a doctor's care for any condition? [ ] yes [ ] no [ ] yes [ ] no

5. Has any Proposed Insured ever had any operations? [ ] yes [ ] no [ ] yes [ ] no

6. Has any Proposed Insured ever been advised to have any operations not yet
performed? [ ] yes [ ] no [ ] yes [ ] no

7. Has any Proposed Insured had an electrocardiogram, x-ray, or other
diagnostic test in the last five years? [ ] yes [ ] no [ ] yes [ ] no

8. Has any Proposed Insured ever sought help or treatment for an alcoholic
habit? [ ] yes [ ] no [ ] yes [ ] no

9. Is any Proposed Insured currently using, or has any Proposed Insured ever
received treatment or counseling for the use of, marijuana, cocaine,
amphetamines, barbiturates, hallucinogenic agents, opium derivatives, or
other drugs of abuse? [ ] yes [ ] no [ ] yes [ ] no

10. Has any Proposed Insured ever been confined for observation, care, or
treatment in a hospital or other health care facility? [ ] yes [ ] no [ ] yes [ ] no

11. Has any Proposed Insured in the last five years consulted any physicians
not already identified for any reason including routine physical
examination? [ ] yes [ ] no [ ] yes [ ] no

12. Complete the following for yes answers to questions 1-11.

Question
Number Diagnosis, Date of Each Occurrence, Names & Addresses of
Proposed Insured's Name or Letter Duration, Current Status Physicians & Medical Facilities

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

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

45675 Page 12 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION M. QUESTIONNAIRES

COMPLETE 1, 2, 3, 4, AND 5 BELOW FOR ANY PROPOSED INSURED FOR ALL QUESTIONS
ANSWERED YES IN QUESTIONS 8, 9, OR 10 OF SECTION J.

<TABLE>
<CAPTION>
<S> <C>
1. Aviation Questionnaire

Complete if question 8 of Section J was answered yes.

a. Name of Proposed Insured

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

b. Are you or do you intend to be a pilot or crew member of any military or civilian
aircraft? [ ] yes [ ] no

c. Type of License d. Date of Issue e. Type of Aircraft Flown
/ /
------------------ ------------------ -----------------------------------------

f. Total Number of Solo Hours g. Type of Flying (crop dusting, instruction, test, etc.)

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

h. Type of Last 12 months 1-2 years ago Anticipated Lifetime Total
aviation activity Date of last flight (hours flown) (hours flown) Next 12 months (hours flown)
------------------- -------------------- -------------- ------------- -------------- ---------------
Pilot
------------------- -------------------- -------------- ------------- -------------- ---------------
Crew Member
------------------- -------------------- -------------- ------------- -------------- ---------------
Passenger
------------------- -------------------- -------------- ------------- -------------- ---------------
Military (specify)
------------------- -------------------- -------------- ------------- -------------- ---------------
Other (specify)
------------------- -------------------- -------------- ------------- -------------- ---------------

i. If you do not qualify for full coverage at standard rates, do you desire:
1. Full coverage with extra premium if available?..................................... [ ] yes [ ] no
2. Restricted aviation coverage without extra premium if available?................... [ ] yes [ ] no
</TABLE>

2. AVOCATION AND SPORTS QUESTIONNAIRE

GIVE FULL DETAILS FOR EACH PROPOSED INSURED, INCLUDING FREQUENCY OF
PARTICIPATION, AND FUTURE PLANS FOR ALL YES ANSWERS TO QUESTION 10 OF
SECTION J. FOR EXAMPLE, FOR MOUNTAIN CLIMBING, SPECIFY ROCK OR TRAIL
CLIMBING.

a. Name of Proposed Insured

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

b. Full Details

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

3. SCUBA DIVING

a. Average Depth b. Maximum Depth

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

c. Number of Dives
Last 12 Months 1-2 Years Ago Next 12 Months

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

45675 Page 13 11/96

<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION M. QUESTIONNAIRES (CONTINUED)

<TABLE>
<CAPTION>
<S> <C>
4. MOTOR SPORTS

a. Name of Proposed Insured

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

b. Type of Vehicle and Class

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

c. Maximum Speeds d. Horsepower e. Description of Event (drag race, motocross, hill climb, etc.)

---------------- ------------- -------------------------------------------------------------
g. Number of Races
Last 12 Months 1-2 Years Ago Next 12 Months

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

h. Total Miles
Last 12 Months 1-2 Years Ago Next 12 Months

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

5. MILITARY QUESTIONNAIRE

Complete if Question 9 of Section J was answered yes.

a. Name of Proposed Insured

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

b. Are you a member of the armed forces?............................................. [ ] yes [ ] no

c. What is your rank, pay grade, and branch of service?

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

d. Describe your duties

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

e. Have you been alerted for or assigned to overseas duty? (If yes, give details in "g"
below.) [ ] yes [ ] no

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

f. Are you a member of a Reserve National Guard, or ROTC unit? (If yes, give details
in "g" below.) [ ] yes [ ] no

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

g. Details

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

45675 Page 14 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION N. FINANCIAL INFORMATION

COMPLETE IF THE AMOUNT OF INSURANCE APPLIED FOR IS AT LEAST $250,000, OR FOR ALL
BUSINESS COVERAGE.

1. PERSONAL INSURANCE

a. Name of Proposed Insured

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

<TABLE>
<CAPTION>
<S> <C>
b. Purpose of Insurance: [] Income Replacement [] Estate Planning [] Debt Protection [] Retirement Planning
[] Other (specify)

c. Total Income of Proposed Insured d. Earned Income e. Unearned Income f. Assets g. Liabilities
$ $ $ $ $

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

h. Give details to any financial problems such as: [] Bankruptcy [] Judgments [] Liens [] Other

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

2. BUSINESS INSURANCE

a. Name of Business b. Date Established c. State of Incorporation
/ /
------------------------ ----------------------- --------------------------------------------

d. Type of Business (Include a description of the number of employees, nature of the business, i.e. products
or services rendered.)

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

e. Type of Organization: [] Sole Proprietorship [] Partnership [] Corporation

f. Purpose of Insurance:

[] Buy/Sell [] Stock Repurchase [] Retirement Planning [] Deferred Compensation

[] Debt Protection: Amount of loan $---------------------- Line of credit amount $---------------------

[] Key Person (Explain if amount exceeds six times earned income.)

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

g. Business Finances (Attach copies of most recent audited financial statements.)

Net Worth $-------------------- Net Income $ --------------------- Gross Sales $ -----------------------

h. List all Partners, Officers, or Persons Owning 10% or more of this Business
Percentage Active in Business Amount of Business
Name Title of Ownership (yes or no) Coverage in Force

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

i. Is other insurance being applied for concurrently on Proposed Insured or other
officers? [ ] yes [ ] no

If yes, complete the following:

Insurance Company Name Amount Officer

-------------------------------- $------------- --------------------------------------

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

45675 Page 15 11/96

<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION O. SPECIAL REQUESTS

SECTION P. AGREEMENT AND SIGNATURE

BY SIGNING THIS APPLICATION, ALL WHO SIGN BELOW AGREE TO ALL OF THE FOLLOWING
TERMS AND CONDITIONS:

1. When no premiums are paid with this application, no benefits will be
provided on the basis of this application until all of the following
conditions are met:

a. A policy is delivered to the Applicant/Proposed Owner;

b. There has not been a change in the insurability of any Proposed
Insured after the date this application is signed and before a policy
is delivered to the Applicant/Proposed Owner; and

c. The first premium is paid during the lifetime of all Proposed Insureds.

2. When premiums are paid, or government allotment, account deduction, or
other premium payment authorization form is completed with this
application, I acknowledge receipt of the Temporary Insurance Agreement and
Receipt (Receipt). I have read, understand, and accept the terms of this
Receipt. Premiums of $ (enter amount or "none") have been paid with this
application.

3. The responses in Sections A, B, C, D, E, F, G, H, I, J, K, L, M, N, 0, and
P of this application and in any amendments thereto are:

a. Complete and true to the best of my knowledge or belief; and
b. To be considered the basis for any insurance issued.

4. Knowledge of any Proposed Insured is knowledge of the Proposed Owner.

5. If I am applying for a variable universal life insurance policy, then I
agree to arbitrate, under the rules and procedures of the National
Association of Securities Dealers, Inc., any dispute, claim, demand, or
controversy arising out of such policy including without limitation, the
sale thereof, and involving one or more of the following persons: ReliaStar
Life Insurance Company, its affiliated broker dealers, including Washington
Square Securities, Inc., representatives thereof, and any unaffiliated
broker dealer and representatives thereof. Any arbitration awarded or
rendered against any party may be entered as judgment in any court of
competent jurisdiction.

<S> <C>
6. Signed at (City) State

7. Signature of Proposed Primary Insured if age 10 or older Date
/ /
8. Signature of Proposed Owner (if other than Proposed Primary Insured) Date
/ /
9. Signature of Proposed Additional or Joint Insured Date
/ /
10. Signature of Parent or Guardian other than Proposed Owner and Proposed Primary Insured is a Minor Date
/ /
11. Signature of Agent Date
/ /
12. Agent's Name (Please print) Agent's ID Number Agent's License Number

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

45675 Page 16 11/96

<PAGE>
LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY
P.O. Box 430
Minneapolis, Minnesota 55440

REQUEST AND AUTHORIZATION AGREEMENT FOR PRE-ARRANGED PAYMENTS OR ELECTRONIC BANK
DEBIT PLAN FOR PAYMENT OF PREMIUMS ReliaStar Life Insurance Company is hereby
requested and authorized to draw checks or initiate bank debits to be charged
against the account described in the Authorization below.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Please [x] one of the boxes below: Policy number Proposed Insured's name Monthly deduction
[ ] Start new Month-O-Matic Plan --------------- ---------------------- $ ----------------
[ ] Add to existing Month-O-Matic --------------- ---------------------- $ ----------------
Plan No. --------------- ---------------------- $ ----------------
[ ] Change existing bank name
or account no. --------------- ---------------------- $ ----------------
</TABLE>

I request the day of withdrawals or debits to my account to be on or about the
of each month. (ANY DAY FROM THE 1ST THROUGH THE 28TH OF THE MONTH MAY BE
SELECTED)

BANK ACCOUNT INFORMATION AND TYPE (PLEASE CHECK ONE BOX, EITHER CHECKING OR
SAVINGS)

[ ] Checking [ ] Savings

Savings Account Number
STAPLE Savings Account Routing Transit Number (9 digits)
VOIDED CHECK HERE _ _ _ _ _ _ _ _ _
- NOT DEPOSIT SLIP - Name of Bank or Credit Union _ _ _ _ _ _ _ _ _ _ _
Street _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _
City _ _ _ _ _ _ _ _ _ _ _
State _ _ Zip _ _ _ _ _

TERMS OF THE MONTH-O-MATIC [R] PLAN

Each debit shall be: (1) in an amount sufficient to pay a proper proportion of
the annual premium at the Company's Month-O-Matic premium rate; (2) notice of
premium due and no further notice of premium shall be given; (3) a receipt for
the amount stated thereon if and when the Company receives actual payment at its
Home Office. If a debit is not honored by the bank upon presentation for payment
by the Company, such action by the bank shall be notice of nonpayment of
premium.

The Month-O-Matic Plan for premium payment may be terminated by the Policyowner
or by the Bank Depositor by written notice filed with the Company at its Home
Office and may be terminated by the bank in which the account is maintained. The
Company also may terminate without notice if any debit is not honored upon
presentation, otherwise upon 30 days written notice to the Policyowner. In the
event the Plan is terminated for any cause, any unpaid premiums, and premiums
which have due dates that occur on or after the date of termination, shall be
paid directly to the Company at the premium rate and on the premium due date
which would have been applicable to each policy if it had not been placed under
the Month-O-Matic Plan for premium payment.

The Company may, at its discretion from time to time, effect payments by use of
pre-arranged payments (debit) or an electronic bank debit system.

AUTHORIZATION AGREEMENT FOR PRE-ARRANGED PAYMENTS (DEBITS)
I (we) authorize ReliaStar Life Insurance Company (Company) to make variable
charges to my (our) checking or savings account identified below, and authorize
the financial institution named above to withdraw funds from (debit) such
account and pay to Company's order accordingly. This authorization will remain
in effect until the financial institution has received and has had reasonable
time to act on a written request from me (us) to terminate this agreement.

I (we) understand that I (we) can stop payment of any debit by notifying the
financial institution at least three days before the withdrawal is made. I (we)
can have the amount of an erroneous charge immediately credited to the account
up to 15 days following issuance of my (our) bank statement or 45 days after
posting, whichever occurs first.

I have read and understand the above statement.

Signature of Bank Account Owner Social Security/I.D. Number Date signed

Applicant signature Social Security/I.D. Number Date signed

Agent name Agent ID number
- ------------------------------------------------------------------------------

45675 Page 17 11/96
<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY
P.O. Box 20, Minneapolis, Minnesota 55440

AUTHORIZING AND ACKNOWLEDGMENT

For underwriting and claim purposes, I give my permission to:

Any physician or other medical practitioner; hospital; clinic; insurance
company; MIS, Inc.; or any other organization to give Reliastar Life
Insurance Company (ReliaStar Life) or its authorized representative
(including any consumer reporting agency) acting on its behalf ALL
INFORMATION on my behalf (except as limited below). This includes: findings
on medical care; psychiatric or psychological care or examination; or
surgery, as they apply to me or any of my children who are to be insured.

LIMITATIONS, if any:

I give my permission to ReliaStar Life to get consumer or investigative consumer
reports about these same persons.

I understand that a report of some or all of this information may be sent to
MIS, Inc. It may also be made available to any ReliaStar Life: reinsurers
employee, or contractor who processes transactions that concern any insurance I
may have applied for or have with ReliaStar Life.

I know that my medical records, including any alcohol or drug abuse information,
may be protected by Federal Regulations - 42CFR Part 2.1 give my permission to
ReliaStar Life to got any and all such information for the purposes described In
this form, I specifically consent to the re-disclosure of such information as
set forth in this form. I may revoke this permission as it applies to any
Information protected by this Federal Regulation at anytime, but not to the
extent action has been taken in reliance on it.

I understand that my further written consent will be required before any
Information described above is given, sold, transferred, or, in any way, relayed
to another party not before specified. My further consent must be provided on a
form that states the now use of the information or why another party needs it.

With regard to any investigative consumer report on me, please contact me at
home or work between the hours of __________ and __________. My telephone
number is ( ) ______.

I know that I have a right to get a copy of this form. A photocopy of this form
will be as valid as the original. This form will be valid for two years from the
date shown below.

I acknowledge that I have been given ReliaStar Life's Notice Regarding Consumer
Reports, Notice Regarding MIB, Inc., and Notice Regarding Information Practices.

Signature of Proposed Primary Insured if age 10 or older Date
/ /
- --------------------------------------------------------- ---------------

Signature of Proposed Additional or Joint Insured Date
/ /
- --------------------------------------------------------- ---------------

Signature of Parent or Guardian/other than Proposed Owner and
Proposed Primary insured is a Minor Date
/ /
- --------------------------------------------------------- ---------------

45875 Page 18 11/96

<PAGE>

AGENT'S REPORTS RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION 1. AGENT IDENTIFICATION

TO BE COMPLETED BY THE AGENT FOR QUESTIONS ABOUT THIS APPLICATION OR REGARDING
UNDERWRITING REQUIREMENTS, CALL 7-800-333-6965.

Agent ID # Agent Name Percentage Split

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

Agent ID # Agent Name Percentage Split

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

Hierarchy Pointer ID Hierarchy Pointer Name

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

SECTION 2. PREMIUM INFORMATION

<TABLE>
<CAPTION>
<S> <C> <C>
Initial Single Deposit Annualized Planned Periodic Premium Payment Requested Modal Payment
$ $ $
- ---------------------- ------------------------------------------- -----------------------
</TABLE>

INITIAL SETTLEMENT
Cash Collected Age used in calculating premium
$
- --------------------------- -----------------------------------------

[ ] COD [ ] 1035 Exchange [ ] Attained Age Exchange [ ] Home Office Credit

Cash Received by Home Office (To be completed by Home Office.)
$
- --------------------------------------------------------------

MODE OF PAYMENT

[ ] Annually

[ ] Semi-Annually

[ ] Quarterly

[ ] Monthly (Complete Month-O-Matic Form.)

[ ] Government/Military Allotment (Complete Section 3.)

[ ] Payroll Deduction/List Bill (Enter Special Collect Number if plan already
exists.) _ _ _ _ _ _

[ ] Other _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

SECTION 3. GOVERNMENT/MILITARY ALLOTMENT

Payor's Name

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

Payor's Social Security Number Payor's Branch
- -
- ------------------------------ ---------------------------------------------

Amount of Allotment Date first allotment should begin
$ / / [] New
- ---------------------------- ------------------- [] Increased Allotment
USL Term Exchange
[ ] yes [ ] no

45675 Page 19 11/96

<PAGE>

AGENT'S REPORTS RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY

SECTION 4. COMPLIANCE INFORMATION

<TABLE>
<CAPTION>
<S> <C>
1. Did you obtain the Proposed Insured's Declarations in this application
in person and record them in the presence of the Proposed Insured? (If
you did not, the non-medical privilege is not available.). [ ] yes [ ] no

2. Have you delivered the Notice Regarding Consumer Reports, the Notice
Regarding MIB, Inc., and the Notice Regarding Information Practices to
the Proposed Insured(s) or Proposed Owner? [ ] yes [ ] no

3. To the best of your knowledge and belief, will any existing life or
annuity coverage be replaced, lapsed, surrendered, or borrowed
against? (If yes, please list company, policy number, and amount.) [ ] yes [ ] no

4. If settlement was accepted, was the Temporary Insurance Agreement and
Receipt completed and delivered to the Proposed Insured or Proposed
Owner? [ ] yes [ ] no

5. If the application was for a variable universal life insurance policy,
was a new account information form completed? [ ] yes [ ] no

SECTION 5. INSURED INFORMATION

1. How long have you known the Proposed Insured? Are you related? If yes, how?

-------------------------------------------- [ ] yes [ ] no ---------------------------

2. How much insurance does the spouse own payable to the Proposed Insured or
other dependents?
$
-------------------------------------------------------------------------------------------

3. If this application is on a juvenile, please indicate the amount of life
insurance in force on each parent or sibling.
Father Mother Sibling(s)
$ $ $
--------------------------- ------------------- ------------------------

4. What type of insurance is being applied for on the Proposed Insured? [ ] Personal [ ] Business

5. What is the purpose of the type of insurance indicated above?

[] Basic Life Needs [] Estate Planning [] Deferred Compensation
[] Education Funding [] Buy/Sell, Stock Redemption [] Debt Protection
[] Retirement Planning [] Key Person [] Other _ _ _ _ _ _ _ _ _ _
[] Pension Maximization [] Executive Bonus

6. a. Did you use a fact finder or needs analysis tool in connection with this sale? [] yes [] no

b. If yes, which one(s)? ----------------------------------------------------------------------

Agent's Signature Date
/ /
- ----------------------------------------------------------------- -----------------------------

Phone Number Fax Number E-Mail Address
( ) ( )
- ----------------------------- -------------------------- --------------------------------------
</TABLE>

45675 Page 20 11/96

<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY
P.O. Box 20, Minneapolis, Minnesota 55440

ReliaStar Life Insurance Company (We)
Temporary Insurance Agreement and Receipt (Receipt)

PROPOSED PRIMARY INSURED NAME (YOU) --------------------------------------------

Notice. The Insurance you applied for is not now ineffective. If, at the time,
all the Conditions in the Receipt have been met and the Receipt has not ended,
we will either: 1) Pay the Temporary Insurance Amount if an Event listed in the
Table of Benefits (Table) occurs; or 2) Issue the amount of insurance applied
for (limited by the amount listed for that type of insurance in the Table) if we
can insure all Proposed Insureds on the basis applied for in the application.

A. CONDITIONS

1. At least 10% of the initial annual premium is paid (one monthly premium
if the preauthorized check method of collection is used), on all
insurance applied for with this application; or a government allotment
account deduction or other premium payment authorization form is signed
and delivered to the agent with the application; or ownership of one or
mom life insurance policies on the life of any Proposed Insured having
cash surrender values on the application date at least equal to the
lesser of $1000.00 or the initial minimum annual premium of all
insurance applied for with this application has been assigned to us
under an Agreement for the Exchange of Insurance Policies under Section
1035 of the Internal Revenue Code.

2. All parts of the application, including medical exams and tests, if
required, are completed and no material misstatements are made.

3. No Proposed Insured has, a) In the last 12 months had any known or
suspected heart attack, stroke, or cancer, other than of the skin
(except melanoma), or been treated by any physician or other
practitioner for any of these conditions; b) Within the last 60 days
been advised by any physician or other practitioner to have any
diagnostic test or surgery not yet performed; or c) In the last 10
years had or been told that they had Acquired Immune Deficiency
Syndrome (AIDS) or HIV infection.

4. An Event or change in insurability, which occurs after all the other
Conditions were met was not the result of an intentional act.

B. Amount. The Temporary Insurance Amount in this and ALL OTHER RECEIPTS still
in effect is the Insurance applied for or the amount listed in the Table
for that Event, whichever amount is less. No other benefit will be provided
if the Temporary Insurance Amount is paid.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TABLE OF BENEFITS - EVENT TYPE OF INSURANCE AMOUNT (INCLUDING ADB)
1. Death Natural or accidental) of Any combination of LIFE, AIR & TIR $500,000 per life
Proposed Primary or Additional Insured
2. Death of both Proposed Primary and Any combination of Survivorship Life $500,000 total
Joint Insureds and Survivorship Term Insurance
3. Death of the Proposed Insured Child Children's Insurance Rider-CIR $10,000 per child
4. Death of the Proposed Recognized Applicant Waver on Recognized Applicant-RA Waiver of Premium until the Proposed
Insured Child reaches age 25
</TABLE>
C. Beneficiary of Event 1 or 2 occurrence, we will pay the Temporary Insurance
Amount to the beneficiary listed in the application, if living, of
otherwise to the Proposed Owner or Recognized Applicant. If Event 3 occurs,
we will pay the Temporary Insurance Amount to the Proposed Primary Insured.
If the Temporary Insurance Amount is not sufficient to pay the designated
share to each beneficiary, each share will be reduced pro rata until the
total amount of all shares equals the Temporary Insurance Amount.

D. Premiums
1. We will first apply premiums to all policies which become effective as
a result of the application.
2. We will refund the premiums if all these conditions are met: a) No
claim is paid under this Receipt; b) No coverage becomes effective
under the policy applied for; and c) No coverage becomes effective
under a policy we offer other than the policy applied for at the time
of the application.
3. We will keep part of the premium equal to the premium for the kind,
amount, and period of coverage (but not less than one month) given
under this Receipt if a benefit is paid under the Receipt. Any
remaining premium will be refunded.
4. Cash surrender values of life insurance policies assigned to us under
an Agreement for the Exchange of Insurance Policies under Section 1035
of the Internal Revenue Code will not be considered premiums for
purposes of this Receipt until the cash surrender value is received by
us at our Home Office and the Temporary Insurance provided under this
Receipt has not ended in accordance with E.

E. Termination. The Temporary Insurance under this Receipt will end at the
earliest of;
1. The date our Home Office approves the application as applied for;
2. The date the Proposed Owner or Recognized Applicant is offered; a) A
policy other than that applied for; b) A notice that the Temporary
Insurance has ended; or c) A notice rejecting the application;
3. The date in Event listed in the Table occurs; or
4. The date 180 days after the date of this Receipt.

No agent can change this Receipt. This Receipt is not effective if given for a
check or draft that is not honored. All premium checks must be made payable to
ReliaStar Life Insurance Company. Do not make check payable to the agent or
leave the payee blank.

Agent's Statement: I received $ ______________ with the application bearing the
same date as this Receipt.

Date Agent Agent's Address

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

45675 Page 21 11/96

<PAGE>

LIFE INSURANCE APPLICATION RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY
CONSUMER PRIVACY NOTICE
NOTICE REGARDING CONSUMER REPORTS

Insurance companies commonly ask an outside source to verify and add to the
information given in an application. The agency that makes the report will be
one that is discrete and impartial. If you wish, we will send you the name,
address, and phone number of any agency we ask to prepare a consumer report
about you.

Consumer reports are used to help us decide if you are eligible for the
insurance you have applied for. The report deals with your mode of living,
character, general reputation, and such personal items as your health, job, and
finances. It may include information on the following: your marital status, past
and present employment record, job duties, driving record, health history, use
of alcohol and drugs, and hazardous sports activities. The agency may get
information in these ways: by talking to you, to members of your family, to
business associates, to financial sources, to friends, or to others you know.

We use the report only to be sure that each application is evaluated on a fair
basis. We will not reveal any of the information we obtain to your friends or
associates.

You can ask that the agency interview you if you so state on the authorization
form. The agency will then try to get in touch with you.

The information may be kept by the consumer reporting agency; it may also later
be given to others who have a legitimate need for these reports. It will be
given only to the extent permitted by these laws: the Federal Fair Credit
Reporting Act, your state's Fair Credit Reporting Act, or your state's Insurance
Information and Privacy Protection Act, if any. The agency will give you a copy
of the report if you ask for one and give proper identification.

NOTICE REGARDING MIB, INC. (MEDICAL INFORMATION BUREAU)

We or our reinsurers may make brief reports to MIB. The reports will include the
factors that affect the insurability of any person for whom coverage is being
requested.

MIB is a nonprofit organization of life insurance companies. It operates an
information exchange for its members. If you apply to some other member company
for life or health coverage, or send in a claim for benefits, MIB may supply
that company with any information in its file. If you ask, MIB will arrange for
disclosure of the information it has about you in its file. If you feel the
information in MIB's file is not correct, you may contact MIB. Ask them to
correct it as provided in the Federal Fair Credit Reporting Act. The address of
the MIB's information office is: Post Office Box 105, Essex Station, Boston,
Massachusetts 02112. MIB's phone number is (617) 426-3660.

We or our reinsurers may also release information in our files. We may release
it to other life insurance companies to whom you may apply for life or health
insurance or to whom a claim for benefits may be submitted.

NOTICE REGARDING INFORMATION PRACTICES

To issue an insurance policy, we need to obtain information about you and any
other persons proposed for insurance. Some of that information will come from
you. Some will come from other sources. That information and any information
collected by us later may, in certain circumstances, be disclosed to third
parties without your specific permission.

You have a right to access and correction with respect to the information
collected about you. This right does not extend to information which relates to
a claim or civil or criminal proceeding.

If you wish to have a more detailed explanation of our information practices,
please write to us at: Box 20, Minneapolis, Minnesota 55440.

45675 Page 22 11/96

<PAGE>

RELIASTAR
RELIASTAR LIFE INSURANCE COMPANY
P.O. Box 20, Minneapolis, Minnesota 55440

45675 11/96

[RELIASTAR LIFE LETTERHEAD]

EX-99.2

ATTORNEY OPINION AND CONSENT

December 20, 1996

ReliaStar Life Insurance Company
20 Washington Avenue S.
Minneapolis, MN 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 ReliaStar 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 (the "Registration
Statement") and I have examined such other documents and have reviewed such
matters as I deemed necessary for this opinion, and I advise you that in my
opinion:

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

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

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

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

Very truly yours,

/s/ Robert B. Saginaw

Robert B. Saginaw
Counsel

[RELIASTAR LIFE LETTERHEAD]

EX-99.C6

ACTUARIAL OPINION AND CONSENT

December 20, 1996

ReliaStar Life Insurance Company
20 Washington Avenue S.
Minneapolis, MN 55440

Madam/Sir:

This opinion is furnished in connection with the registration by ReliaStar Life
Insurance Company of a flexible premium survivorship variable life insurance
policy (the "Contract") under the Securities Act of 1933, as amended. The
Contract, including variations thereof used in various states, is described in
the Prospectus constituting a part of the Registration Statement on Form S-6, as
amended.

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 provision 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
Joint Insured Age 55 and a female Joint Insured Age 55, both nonsmokers in
a standard Rate Class, than to prospective purchasers of the Contract for
other ages, sexes, or Rate Classes. 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 Joint Insureds who both Age 55 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

EXHIBIT EX-99.D1

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

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

"PUBLIC OFFERING PRICE": PURCHASE AND RELATED TRANSACTIONS

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

PREMIUM SCHEDULES AND UNDERWRITING STANDARDS

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

The Policy has a Death Benefit Guarantee if the Policy owner chooses to pay
premiums sufficient to maintain the Death Benefit Guarantee set forth in the
Policy. If the Death Benefit Guarantee is in effect during the Death Benefit
Guarantee Period (to Average Age 65 of the Joint Insureds, or 5 years if longer)
ReliaStar Life will then guarantee that the Policy will remain in force during
such period, even if the Policy's Cash Surrender Value is not sufficient to pay
the Monthly Deduction due.

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

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

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

3. ReliaStar Life may require proof that each Joint Insured is still insurable
if any premium would increase the difference between the Death Benefit
Guarantee and the Accumulation Value.

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

<PAGE>

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

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

APPLICATION AND INITIAL PREMIUM PROCESSING

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

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

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

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

1. The Valuation Date1 following the date of underwriting approval;

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

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

<PAGE>

ALLOCATION OF PREMIUMS

The Policy owner chooses the initial allocation of Net Premiums to the Fixed
Account and the Sub-accounts of the Variable Account on the application for the
Policy. The Policy owner may change the allocation at any time by notifying
ReliaStar Life in writing. The Policy owner may allocate 100% of Net Premiums to
any Sub-account or the Policy owner may divide in whole percentages the Net
Premium and allocate such amounts among more than one Sub-Account. ReliaStar
Life reserves the right to adjust the allocation of Net Premiums to eliminate
fractional percentages.

PREMIUM PROCESSING

Whenever a premium payment is received during the first 10 Policy Years,
ReliaStar Life will subtract 6.25% of the premium as a Premium Expense Charge.
After the tenth Policy Year, the Premium Expense Charge will be reduced to 3.75%
of the premium, guaranteed not to exceed 6.25% of the premium for the duration
of the Policy. ReliaStar Life may, in the future, deduct a premium processing
charge of up to $2.00 from each premium payment as a part of this charge. The
Net Premium is credited to the Variable and/or Fixed Account on the Valuation
Date on or next following the date ReliaStar Life receives the premium payment
in accordance with the Policy owner's current premium allocation.

REINSTATEMENT

A lapsed Policy and most riders may be reinstated anytime within five years
after lapse as long as the Policy has not been surrendered for its Cash
Surrender Value. To reinstate the Policy and any riders, the Policy owner must
submit evidence of insurability satisfactory to ReliaStar Life for each insured
or for the surviving Joint Insured and due proof that the first death occurred
before the Policy terminated. The Policy owner must pay a premium sufficient to
keep the Policy and any riders in force for at least two months following the
date of reinstatement.

The Death Benefit Guarantee provision cannot be reinstated nor can the Extended
Death Benefit Guarantee Rider be reinstated.

LOAN REPAYMENTS

The interest rate charged on Policy loans will be an annual rate of 7.40%,
payable in advance. After the tenth Policy Year, ReliaStar Life will charge
interest at an annual rate of 5.21%, payable in advance, on that portion of the
loan amount that is not in excess of (a) the Accumulation Value less (b) the
total of all premiums paid and all partial withdrawals. Any excess of this
amount will be charged interest at the annual rate of 7.40%.

A Policy loan may be repaid anytime while the Surviving Joint Insured is living
and before the surviving joint insured reaches age 100. Unless the Policy owner
specifies that a payment is a loan repayment, ReliaStar Life generally considers
any payments it receives as premium payments and not loan repayments. However,
ReliaStar Life reserves the right, at its discretion, to apply any payment it
receives as a loan repayment.

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

<PAGE>

CORRECTION OF MISSTATEMENT OF AGE OR SEX

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

"REDEMPTION PROCEDURES": SURRENDER AND RELATED TRANSACTIONS

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

CASH SURRENDER VALUE

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

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

PARTIAL WITHDRAWALS

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

ReliaStar Life will generally pay the partial withdrawal within seven days of
receipt of the written request.2

DEATH BENEFIT

As long as the Policy is in force, ReliaStar Life will generally pay the
proceeds of the Policy to the named beneficiary in accordance with the
designated Death Benefit Option within seven days after the receipt of due proof
of the surviving joint insured's death. Payment of proceeds may, however, be
postponed under certain circumstances 2. The amount of the Death Benefit is
determined on the Valuation Date on or next following the date of the surviving
joint insured's death. The proceeds payable

<PAGE>

will be reduced by any Loan amount and any unpaid Monthly Deduction. These
proceeds will be increased by any additional insurance provided by rider and by
the refund of any unearned Policy loan interest.

The amount of the Death Benefit to Age 100, of the younger Joint Insured, is
guaranteed not to be less than the current Face Amount of the Policy. The Death
Benefit may, however, exceed the current Face Amount. The amount by which the
Death Benefit exceeds the Face Amount depends upon the Death Benefit Option in
effect and the Accumulation Value of the Policy. Under the Level Amount Option,
the Death Benefit to Age 100, of the younger Joint Insured, is the greater of
the Face Amount or the applicable percentage of Accumulation Value set forth in
the Option. Under the Variable Amount Option, the Death Benefit will always vary
with the Accumulation Value since the Death Benefit to Age 100, of the younger
Joint Insured, is the greater of the Face Amount plus the Accumulation Value of
the Policy, or the applicable percentage of the Accumulation Value set forth in
the Option.

If the surviving Joint Insured is living at Age 100 and the Policy is in force,
the Death Benefit is the Cash Value.

LOANS

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

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

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

The interest charged on Policy loans will be an annual rate of 7.4%, payable in
advance. After the tenth Policy Year, ReliaStar Life will charge interest at an
annual rate of 5.21%, payable in advance, on that portion of the Loan Amount
that is not in excess of (a) Accumulation Value less (b) the total of all
premiums paid and all partial withdrawals. Any excess of this amount will be
charged interest at the annual rate of 7.40%.

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

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

<PAGE>

The Loan Amount is deducted from the total premium paid for purposes of
calculating whether the Policy owner has paid premiums sufficient to maintain
the Death Benefit Guarantee. The Loan Amount is deducted from the proceeds when
ReliaStar Life pays a death claim. Loans have priority over the claims of an
assignee or any other person. A Policy loan may be repaid in whole or in part at
any time on or before the surviving Joint Insured's Age 100 while the surviving
Joint Insured is living.

POLICY LAPSE

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

TRANSFERS

The Variable Account currently has four series Funds with seventeen portfolios
available for investment by the Sub-accounts. Each Sub-account invests in
shares, at net asset value, of a specified portfolio of the two series Funds. A
Policy owner may transfer Accumulation Value between the Fixed Account and the
Sub-accounts of the Variable Account or among the Sub-accounts of the Variable
Account by written request (or by telephone if a telephone authorization form
has been completed, is in effect and an I.D. number has been assigned), subject
to any conditions the Funds whose share are involved by impose. ReliaStar Life
currently allows twelve transfers in a Policy Year but reserves the right to
limit the Policy owner to four per year. ReliaStar Life considers all transfers
received in the same request and made on the same initial Valuation Date as one
transfer. Transfers are made on the Valuation Date on or next following the date
the request is received.

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

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

1. The request to transfer must be postmarked no more than 30 days before or
after the Policy Anniversary in any year, and only one transfer is
permitted during this period;

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

3. No more than 50% of the Fixed Accumulation Value, less any Loan Amount, may
be transferred unless the balance, after the transfer, would be less than
$1,000.00, in which event the full Fixed Accumulation Value, less any Loan
Amount, may be transferred; and

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

<PAGE>

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

Transfers resulting from loans and exercising Conversion Rights under the Policy
are not subject to any transfer charges and do not count against the
number of transfers.

CONVERSION

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

1 VALUATION DATE - EACH DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS
OPEN FOR BUSINESS EXCEPT FOR A DAY THAT A SUB-ACCOUNT'S CORRESPONDING
FUND DOES NOT VALUE ITS SHARES. THE NEW YORK STOCK EXCHANGE IS
CURRENTLY CLOSED ON WEEKENDS AND THE FOLLOWING HOLIDAYS: NEW YEAR DAY;
PRESIDENTS' DAYS; GOOD FRIDAY; MEMORIAL DAY; JULY FOURTH; LABOR DAY;
VETERANS DAY; THANKSGIVING; AND CHRISTMAS.

VALUATION PERIOD - THE PERIOD BETWEEN TWO SUCCESSIVE VALUATION DATES,
COMMENCING AT THE CLOSE OF BUSINESS OF A VALUATION DATE AND ENDING AT
THE CLOSE OF BUSINESS OF THE NEXT VALUATION DATE.

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

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

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

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

The undersigned director and/or officer of RELIASTAR LIFE INSURANCE COMPANY
("Company"), a Minnesota corporation, does hereby make, constitute and appoint
RICHARD R. CROWL, MICHAEL S. FISCHER, STEWART D. GREGG, JAMES E. NELSON, JEFFREY
A. PROULX, and ROBERT B. SAGINAW, 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/ReliaStar Variable Account, the
ReliaStar Select Variable Account, the Northstar 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 1st day of August, 1996.

/s/ R. Michael Conley
R. Michael Conley

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ Richard R. Crowl
Richard R. Crowl

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ John H. Flittie
John H. Flittie

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ Wayne R. Huneke
Wayne R. Huneke

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ Kenneth U. Kuk
Kenneth U. Kuk

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ William R. Merriam
William R. Merriam

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ David H. Roe
David H. Roe

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ Robert C. Salipante
Robert C. Salipante

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ Donald L. Swanson
Donald L. Swanson

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ John G. Turner
John G. Turner

Rev. 08/96

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY

POWER OF ATTORNEY
OF DIRECTOR AND OFFICER

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 1st day of August, 1996.

/s/ Steven W. Wishart
Steven W. Wishart

Rev. 08/96