SELECT LIFE VARIABLE ACCOUNT
485BPOS, 1997-04-08
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<PAGE>

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


                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


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


                         REGISTRATION STATEMENT
                                UNDER
                       THE SECURITIES ACT OF 1933

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

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


                    RELIASTAR LIFE INSURANCE COMPANY
                         (Name of Depositor)

                      Robert B. Saginaw, Esquire
                   ReliaStar Life Insurance Company
                      20 Washington Avenue South
                     Minneapolis, Minnesota 55401
       (Complete Address of Depositor's Principal Executive Offices)

                     ____________________________


It is proposed that this filing will become effective

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
__X__ on April 30, 1997 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) of Rule 485
_____ on (date) pursuant to paragraph (a) of Rule 485

Registrant has chosen to register an indefinite amount of securities in 
accordance with Rule 24f-2. The Rule 24f-2 Notice of Registrant's most recent 
fiscal year was filed on or about February 20, 1997.

- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
<PAGE>

                            SELECT*LIFE VARIABLE ACCOUNT

                               CROSS REFERENCE SHEET
                           (Reconciliation and Tie Sheet)


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

      2                           Cover Page

      3                           Not Applicable

      4                           Distribution of the Policies

      5                           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; Sales
                                  Charge Refund; Policy Lapse
                                  and Reinstatement; Surrender Benefits;
                                  Investments of the Variable Account;
                                  Transfers; Policy Loans; Free Look and
                                  Conversion Rights; Voting Rights; General
                                  Provisions; Appendix A; Appendix B

     11                           Deductions and Charges; Investments of
                                  the Variable Account

     12                           Investments of the Variable Account

     13                           Deductions and Charges

     14                           The Policies; General Provisions;
                                  Distributions of the Policies

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


                                    -i-

<PAGE>

  Item Number of
   Form N-8B-2                    Heading in the Prospectus
- -----------------                 -------------------------
     16                           Payment and Allocation of Premiums;
                                  Surrender Benefits; Investments of the
                                  Variable Account

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

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

     19                           Voting Rights; General Provisions

     20                           Not Applicable

     21                           Policy Loans

     22                           Not Applicable

     23                           Bonding Arrangements

     24                           Definitions; General Provisions

     25                           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


                                    -ii-



<PAGE>

  Item Number of
   Form N-8B-2                    Heading in the Prospectus
- -----------------                 -------------------------
     37                           Not Applicable

     38                           Distribution of the Policies

     39                           Distribution of the Policies

     40                           Distribution of the Policies

     41                           Distribution of the Policies

     42                           Not Applicable

     43                           Not Applicable

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

     45                           Not Applicable

     46                           Investments of the Variable Account;
                                  Deductions and Charges

     47                           Investments of the Variable Account

     48                           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


                                    -iii-



<PAGE>

  Item Number of
   Form N-8B-2                    Heading in the Prospectus
- -----------------                 -------------------------
     58                           Not Applicable

     59                           Financial Statements




                                    -iv-


<PAGE>

Select*Life III

APRIL 30, 1997     PROSPECTUS

FLEXIBLE PREMIUM VARIABLE 
LIFE INSURANCE POLICY 
SELECTLIFE 2000 SERIES

RELIASTAR

RELIASTAR LIFE

<PAGE>
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                        -------------------------------
 
   
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                                   ISSUED BY
                          SELECT*LIFE VARIABLE ACCOUNT
                                       OF
                        RELIASTAR LIFE INSURANCE COMPANY
    
 
   
    This  Prospectus describes a 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
up to Age 95, provided  the Policy's Cash Surrender  Value (that is, the  amount
that  would be paid  to you upon surrender  of the Policy)  is sufficient to pay
certain monthly  charges  imposed  under  the  Policy  (including  the  cost  of
insurance  and certain administrative  charges). It also  is designed to provide
maximum flexibility in connection  with premium payments  and death benefits  by
giving the Policy owner ("you", "your") the opportunity to allocate net premiums
among  investment alternatives  with different  investment objectives.  A Policy
owner may, subject  to certain  restrictions, including  limitations on  premium
payments,  vary the  frequency and  amount of  premium payments  and increase or
decrease the level of death benefits payable under the Policy. This  flexibility
allows  a Policy owner  to provide for  changing insurance needs  under a single
insurance contract.
    
 
    The Policy provides for a death  benefit payable at the Insured's death.  As
long  as the Policy remains in force, the  death benefit will never be less than
the current Face Amount  less any Policy loans  and unpaid charges. The  minimum
Face  Amount of the Policy is currently $150,000 for issue ages 0 through 44 and
$100,000 for issue ages 45 through 75. The Face Amount may be increased, subject
to certain limitations,  provided that  the increase  is not  less than  $5,000.
Generally,  the  Policy  will remain  in  force  as long  as  the  Policy's Cash
Surrender Value (that is, the amount that would be paid to you upon surrender of
the Policy) is sufficient to pay  certain monthly charges imposed in  connection
with  the Policy  (including the  cost of  insurance and  certain administrative
charges). In addition, the Policy will remain in force for five Policy Years for
issue ages 0 through 59,  and four years for issue  ages 60 through 75,  without
regard  to the Cash  Surrender Value, if  on each Monthly  Anniversary the total
premiums paid on  the Policy,  less any  partial withdrawals  and Policy  loans,
equals  or exceeds the total required Minimum Monthly Premium payments specified
in your Policy  (which is  a feature  of the  Policy called  the "Death  Benefit
Guarantee").
 
   
    Net  premiums  paid  under  the  Policy  are  allocated,  according  to your
instructions,  either  to  the  Select*Life  Variable  Account  (the   "Variable
Account"), which is one of our separate accounts, or to our General Account (the
"Fixed  Account").  Any  amounts  allocated  to  the  Variable  Account  will be
allocated to one  or more Sub-Accounts  of the Variable  Account. The assets  of
each  Sub-Account  will be  invested solely  in the  shares of  one of  the five
portfolios of the Variable Insurance Products  Fund ("VIP"), in one of the  four
portfolios  of the Variable Insurance Products Fund  II ("VIP II"), or in one of
the two funds available through  the Northstar Variable Trust  or in one of  six
funds  available through Putnam  Variable Trust (the  "Funds"). The accompanying
prospectus for  each  of  the  Funds describes  the  investment  objectives  and
attendant risks of each of the Funds and portfolios.
    
 
                            (Continued on next page)
 
THESE  SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES AND
EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE  SECURITIES
AND  EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES  COMMISSION PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
   
THIS PROSPECTUS SHOULD BE  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 30, 1997.
    
 
   
N700.181d
    
<PAGE>
   
    If net premiums  are allocated to  the Variable Account,  the amount of  the
Policy's  death benefit may,  and the Policy's Accumulation  Value (that is, the
total amount that a  Policy provides for investment  at any time) will,  reflect
the  investment performance of the Sub-Accounts of the Variable Account that you
select. You bear  the entire investment  risk for any  amounts allocated to  the
Variable  Account;  no minimum  Accumulation Value  in  the Variable  Account is
guaranteed. Regardless of  how net  premiums are allocated,  the Policy's  death
benefit  may, and  the Policy's  Accumulation Value  will, also  depend upon the
frequency and amount of  premiums paid, any partial  withdrawals, 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 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
 
    THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN  OFFERING  OR SOLICITATION  IN ANY
JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE. NO
PERSON IS AUTHORIZED TO GIVE ANY  INFORMATION OR TO MAKE ANY REPRESENTATIONS  IN
CONNECTION  WITH THIS OFFERING OTHER THAN  THOSE CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING FUND PROSPECTUSES  AND, IF GIVEN OR  MADE, SUCH INFORMATION  OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
 
    THIS  ENTIRE PROSPECTUS SHOULD  BE READ TO  COMPLETELY UNDERSTAND THE POLICY
BEING OFFERED.
 
    THE PRIMARY PURPOSE OF THE POLICY IS TO PROVIDE INSURANCE PROTECTION FOR THE
BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY  WAY
SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.
 
                                       2
<PAGE>
 
   
<TABLE>
<S>                                                                       <C>
DEFINITIONS.............................................................            6
PART 1. SUMMARY
How does the Policy compare to traditional life insurance?..............           10
What is the Death Benefit?..............................................           10
What flexibility do you have to adjust the amount of the Death
 Benefit?...............................................................           10
What is the Death Benefit Guarantee?....................................           10
If the Death Benefit Guarantee is not in effect, what will cause the
 Policy to lapse?.......................................................           10
What is the Fixed Account?..............................................           11
What is the Variable Account?...........................................           11
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 are the charges against the variable account?......................           11
What are the investment advisory fees and other fund expenses?..........           11
What charges do we make against each premium payment?...................           12
What charges do we make against the Accumulation Value?.................           13
What charges do we make upon lapse or total surrender of the Policy?....           13
What is the value of the Policy if you surrender it?....................           14
Can you make partial withdrawals?.......................................           14
What are the free look and conversion rights?...........................           14
Can you transfer between the Sub-Accounts and/or the Fixed Account?.....           14
Can you borrow against the value of the Policy?.........................           14
Are Death Benefit proceeds taxable income to the beneficiary?...........           14
Are Accumulation Value increases included in your taxable income?.......           15
Will exercising certain Policy rights have tax consequences?............           15
Who sells the Policies?.................................................           15
PART 2. DETAILED INFORMATION
ReliaStar Life Insurance Company........................................           15
The Variable Account....................................................           15
Performance Information.................................................           15
The Policies............................................................           16
Death Benefit...........................................................           16
  Death Benefit Options.................................................           17
  Which Death Benefit Option to Choose..................................           19
  Requested Changes in Face Amount......................................           19
  Insurance Protection..................................................           20
  Change in Death Benefit Option........................................           21
  Accelerated Benefit Rider.............................................           21
Payment and Allocation of Premiums......................................           22
  Issuing the Policy....................................................           22
  Allocation of Premiums................................................           23
  Amount and Timing of Premiums.........................................           23
  Planned Periodic Premiums.............................................           24
  Unscheduled Additional Premiums.......................................           24
  Paying Premiums by Mail...............................................           24
Death Benefit Guarantee.................................................           24
Requirements............................................................           25
Accumulation Value......................................................           25
Deductions and Charges..................................................           26
  Premium Expense Charge................................................           26
  Monthly Deduction.....................................................           26
  Surrender Charge......................................................           27
  Partial Withdrawal and Transfer Charges...............................           30
  Reduction of Charges..................................................           30
Sales Charge Refund.....................................................           31
Policy Lapse and Reinstatement..........................................           32
</TABLE>
    
 
                                       3
<PAGE>
   
<TABLE>
<S>                                                                       <C>
Surrender Benefits......................................................           32
  Total Surrender.......................................................           33
  Partial Withdrawal....................................................           33
Transfers...............................................................           34
Dollar Cost Averaging Service...........................................           34
Portfolio Rebalancing Service...........................................           35
Policy Loans............................................................           35
Free Look and Conversion Rights.........................................           37
  Free Look Rights......................................................           37
  Conversion Rights.....................................................           38
Investments of the Variable Account.....................................           39
  Fidelity's Variable Insurance Products Fund (VIP):
    Money Market Portfolio..............................................           40
    High Income Portfolio...............................................           40
    Equity-Income Portfolio.............................................           40
    Growth Portfolio....................................................           40
    Overseas Portfolio..................................................           40
  Fidelity's Variable Insurance Products Fund II (VIP II):
    Asset Manager Portfolio.............................................           40
    Investment Grade Bond Portfolio.....................................           40
    Index 500 Portfolio.................................................           40
    Contrafund Portfolio................................................           40
  Northstar Variable Trust (Northstar):
    Northstar Income and Growth Fund....................................           40
    Northstar Multi-Sector Bond Fund....................................           41
  Putnam Variable Trust:
    Putnam VT Asia Pacific Growth Fund..................................           41
    Putnam VT Diversified Income Fund...................................           41
    Putnam VT Growth and Income Fund....................................           41
    Putnam VT New Opportunities Fund....................................           41
    Putnam VT Utilities Growth and Income Fund..........................           41
    Putnam VT Voyager Fund..............................................           41
  Addition, Deletion, or Substitution of Investments....................           41
Voting Rights...........................................................           42
General Provisions......................................................           42
  Benefits at Age 95....................................................           42
  Ownership.............................................................           42
  Proceeds..............................................................           43
  Beneficiary...........................................................           43
  Postponement of Payments..............................................           43
  Settlement Options....................................................           43
  Incontestability......................................................           44
  Misstatement of Age and Sex...........................................           44
  Suicide...............................................................           44
  Termination...........................................................           44
  Amendment.............................................................           45
  Reports...............................................................           45
  Dividends.............................................................           45
  Collateral Assignment.................................................           45
  Optional Insurance Benefits...........................................           45
Federal Tax Matters.....................................................           46
  Policy Proceeds.......................................................           46
  Taxation of Distributions.............................................           46
  Taxation of Policies Held by Pension and Certain Deferred Compensation
   Plans................................................................           47
  Taxation of ReliaStar Life Insurance Company..........................           47
  Other Considerations..................................................           48
Legal Developments Regarding Employment -- Related Benefit Plans........           48
Distribution of the Policies............................................           48
</TABLE>
    
 
                                       4
<PAGE>
   
<TABLE>
<S>                                                                       <C>
Management..............................................................           49
  Directors.............................................................           49
  Executive Officers....................................................           50
State Regulation........................................................           50
Massachusetts and Montana Residents.....................................           51
Legal Proceedings.......................................................           51
Bonding Arrangements....................................................           51
Legal Matters...........................................................           51
Experts.................................................................           51
Registration Statement Contains Further Information.....................           51
Financial Statements....................................................           51
Appendix A - The Fixed Account..........................................          A-1
Appendix B - Calculation of Accumulation Value..........................          B-1
Appendix C - Illustration of Accumulation Values, Surrender Charges,
            Cash Surrender Values and Death Benefits....................          C-1
Appendix D - Maximum Contingent Deferred Sales Charges
            Per $1,000 of Face Amount...................................          D-1
Appendix E - Surrender Charge Guideline Per
            $1,000 of Face Amount.......................................          E-1
Fund Prospectuses
  Fidelity's Variable Insurance Products Fund (VIP):
    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 (VIP II):
    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 Variable Trust:
    Putnam VT Asia Pacific Growth Fund..................................  Putnam VT-1
    Putnam VT Diversified Income Fund...................................  Putnam VT-1
    Putnam VT Growth and Income Fund....................................  Putnam VT-1
    Putnam VT New Opportunities Fund....................................  Putnam VT-1
    Putnam VT Utilities Growth and Income Fund..........................  Putnam VT-1
    Putnam VT Voyager Fund..............................................  Putnam VT-1
</TABLE>
    
 
                                       5
<PAGE>
DEFINITIONS
 
ACCUMULATION  VALUE. The  total value attributable  to a  specific Policy, which
   equals the sum of the Variable Accumulation Value (the total of the values in
   each Sub-Account of the  Variable Account) and  the Fixed Accumulation  Value
   (the  value in the  Fixed Account). See  "Accumulation Value" at  page 24 and
   Appendix B.
 
AGE. The Insured's age at  the last birthday determined  as of the beginning  of
   each Policy Year.
 
CASH  SURRENDER VALUE.  The Accumulation Value  less any  Surrender Charge, Loan
   Amount and unpaid Monthly Deductions.
 
CASH VALUE. The Accumulation Value less any Surrender Charge.
 
CODE. Internal Revenue Code of 1986, as amended.
 
CONTINGENT DEFERRED  ADMINISTRATIVE  CHARGE.  A contingent  deferred  charge  to
   reimburse  us for  expenses incurred  in issuing  the Policy.  The Contingent
   Deferred Administrative Charge will only  be imposed upon total surrender  or
   lapse  of the Policy during the first 15 Policy Years and during the first 15
   years following any requested increase in Face Amount. The sum of this charge
   and the  Contingent  Deferred  Sales  Charge is  the  Surrender  Charge.  See
   "Deductions and Charges -- Surrender Charge" at page 26.
 
CONTINGENT  DEFERRED SALES CHARGE. A contingent  deferred charge to reimburse us
   for expenses  relating to  the  distribution of  the Policy.  The  Contingent
   Deferred  Sales Charge will only be imposed  upon total surrender or lapse of
   the Policy during the  first 15 Policy  Years and during  the first 15  years
   following  any requested increase in Face Amount.  The sum of this charge and
   the Contingent Deferred  Administrative Charge is  the Surrender Charge.  See
   "Deductions and Charges -- Surrender Charge" at page 26.
 
DEATH  BENEFIT. The amount determined under  the applicable Death Benefit Option
   (the Level Amount Option or the Variable Amount Option). The proceeds payable
   to the beneficiary of the Policy upon  the death of the Insured under  either
   Death  Benefit  Option will  be reduced  by  any Loan  Amount and  any unpaid
   Monthly Deductions. See "Death Benefit" at page 15.
 
DEATH BENEFIT GUARANTEE. A  feature of the Policy  guaranteeing that the  Policy
   will  not lapse during the Death Benefit Guarantee Period if, on each Monthly
   Anniversary, the  total  premiums  paid  on  the  Policy,  less  any  partial
   withdrawals and any Loan Amount, equals or exceeds the total required Minimum
   Monthly  Premium  payments  specified  in  your  Policy.  See  "Death Benefit
   Guarantee" at page 23.
 
DEATH BENEFIT GUARANTEE PERIOD. The Death Benefit Guarantee Period is the  first
   five  Policy Years for  issue ages 0-59  and the first  four Policy Years for
   issue ages 60-75.
 
DEATH BENEFIT OPTION. Either  of two death benefit  options available under  the
   Policy  (the Level Amount Option and  the Variable Amount Option). See "Death
   Benefit -- Death Benefit Options" at page 16.
 
FACE AMOUNT. The minimum Death  Benefit under the Policy  as long as the  Policy
   remains in force. See "Death Benefit" at page 15.
 
   
FIXED  ACCOUNT. The assets of 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 24 and Appendix B.
 
FUNDS. Any open-end management investment company (or portfolio thereof) or unit
   investment trust  (or  series thereof)  in  which a  Sub-Account  invests  as
   described herein. See "Investments of the Variable Account" at page 38.
 
INSURED. The person upon whose life the Policy is issued.
 
ISSUE DATE. The date insurance coverage under a Policy begins.
 
                                       6
<PAGE>
LEVEL  AMOUNT  OPTION. One  of  two Death  Benefit  Options available  under the
   Policy. Under this option,  the Death Benefit is  the greater of the  current
   Face Amount or the corridor percentage of Accumulation Value on the Valuation
   Date on or next following the date of the Insured's death. See "Death Benefit
   -- Death Benefit Options" at page 16.
 
LOAN AMOUNT. The sum of all unpaid Policy loans and unpaid interest due thereon.
   See "Policy Loans" at page 34.
 
MINIMUM  FACE AMOUNT.  The minimum  Face Amount  shown in  the Policy (currently
   $150,000 for issue ages 0-44 and $100,000 for issue ages 45-75). The  minimum
   Face Amount after issue is currently $125,000 for issue ages 0-44 and $75,000
   for issue ages 45-75.
 
MINIMUM  MONTHLY PREMIUM. A  monthly premium amount specified  in the Policy and
   determined by  us at  issuance of  the Policy.  The initial  Minimum  Monthly
   Premium  will  depend  upon the  Insured's  sex,  Age at  issue,  Rate Class,
   optional insurance benefits added  by rider, and the  initial Face Amount.  A
   requested  increase or  decrease in  the Face Amount,  a change  in the Death
   Benefit Option, or the addition or  termination of a Policy rider may  change
   the  Minimum  Monthly Premium.  The  Minimum Monthly  Premium  determines the
   payments required to maintain the Death Benefit Guarantee. See "Death Benefit
   Guarantee" at page 23.
 
   
MONTHLY ANNIVERSARY. The same date in each succeeding month as the Policy  Date.
   Whenever the Monthly Anniversary falls on a date other than a Valuation Date,
   the Monthly Anniversary will be considered to be the next Valuation Date. The
   first Monthly Anniversary is on 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, and any
   charges  for  optional insurance  benefits.  See "Deductions  and  Charges --
   Monthly Deduction" at page 25.
 
MONTHLY ADMINISTRATIVE CHARGE.  A monthly  charge to reimburse  us for  expenses
   incurred  in administering  the Policy.  This charge  is part  of the Monthly
   Deduction. The amount  of this  charge is currently  $8.25 per  month and  is
   guaranteed  not to  exceed $12.00 per  month. See "Deductions  and Charges --
   Monthly Deduction" at page 25.
 
   
MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for
   certain mortality and expense risks we assume under the Policy. The Mortality
   and Expense Risk Charge  will be an annual  rate of .90 of  1% (.90%) of  the
   Variable  Accumulation Value of the Policy  during the first 10 Policy Years.
   During each Policy Year thereafter, it is anticipated that the charge will be
   an annual rate of .30 of 1% (.30%) guaranteed not to exceed .60 of 1%  (.60%)
   for  the  duration of  the  Policy. See  "Deductions  and Charges  -- Monthly
   Mortality and Expense Risk Charge" at page 26.
    
 
NET PREMIUM. The gross premium less a Premium Expense Charge deducted from  each
   premium.
 
   
NORTHSTAR. Northstar Variable Trust
   Northstar Income and Growth Fund
   NorthStar Multi-Sector Bond Fund
    
 
   
PUTNAM VARIABLE TRUST.
   Putnam VT Asia Pacific Growth Fund
   Putnam VT Diversified Income Fund
   Putnam VT Growth and Income Fund
   Putnam VT New Opportunities Fund
   Putnam VT Utilities Growth and Income Fund
   Putnam VT Voyager Fund
    
 
PLANNED  PERIODIC  PREMIUM. The  scheduled premium  selected by  you of  a level
   amount at a fixed interval. The  initial Planned Periodic Premium you  select
   will  be shown  in the  Policy. See  "Payment and  Allocation of  Premiums --
   Planned Periodic Premiums" at page 23.
 
POLICY, POLICIES. The flexible premium variable life insurance Policy offered by
   us and described in this Prospectus.
 
POLICY ANNIVERSARY. The same  date in each succeeding  year as the Policy  Date.
   Whenever  the Policy Anniversary falls on a date other than a Valuation Date,
   the Policy Anniversary will be considered to be the next Valuation Date.
 
                                       7
<PAGE>
POLICY DATE. The Policy Date is used in determining Policy Years, Policy Months,
   Monthly Anniversaries,  and Policy  Anniversaries. The  Policy Date  will  be
   shown in the Policy.
 
POLICY MONTH. A month beginning on the Monthly Anniversary.
 
POLICY YEAR. A year beginning on the Policy Anniversary.
 
PREMIUM  EXPENSE CHARGE. An amount deducted  from each premium payment, which is
   guaranteed not to exceed  5.00% of each premium  payment for the duration  of
   the  Policy plus  $2.00 per  premium payment.  The Premium  Expense Charge is
   currently 5.00% of  each premium payment  in Policy Years  1-10 and 3.00%  of
   each  premium payment after the tenth Policy Year. The Premium Expense Charge
   consists of a sales charge of 2.50% and a premium tax charge of 2.50%. We may
   in the  future also  make a  charge of  up to  $2.00 per  premium payment  to
   reimburse  us  for  the  cost of  collecting,  and  processing  premiums. See
   "Deductions and Charges -- Premium Expense Charge" at page 25.
 
RATE CLASS. A group of Insureds we determine based on our expectation that  they
   will have similar mortality experience.
 
SALES  CHARGE  REFUND. An  amount designated  as Sales  Charge Refund  may exist
   during the first two Policy Years  or during any 24-month period following  a
   requested  increase  in Face  Amount. Any  such Sales  Charge Refund  will be
   applied to supplement the Cash Surrender  Value so as to continue the  Policy
   in  force for some months during either of these 24-month periods if there is
   insufficient Cash  Surrender Value  to cover  Monthly Deductions.  The  Sales
   Charge  Refund, if any, to  the extent not so  applied, will be refunded upon
   total surrender of the  Policy during either of  these 24-month periods.  See
   "Sales Charge Refund" at page 30.
 
SEC. Securities and Exchange Commission.
 
SIGNATURE  GUARANTEE. A guarantee of your signature  by a member firm of the New
   York, American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange,  or
   by  a commercial bank (not  a savings bank) which is  a member of the Federal
   Deposit Insurance Corporation, or, in certain cases, by a member firm of  the
   National  Association of  Securities Dealers, Inc.  that has  entered into an
   appropriate agreement with us.
 
SUB-ACCOUNT. A sub-division  of the Variable  Account. Each Sub-Account  invests
   exclusively in the shares of a specified Fund.
 
SURRENDER  CHARGE. A charge imposed upon total  surrender or lapse of the Policy
   during the  first  15 Policy  Years  and the  first  15 years  following  any
   requested  increase in  Face Amount.  The Surrender  Charge, consists  of the
   Contingent Deferred Administrative Charge  and the Contingent Deferred  Sales
   Charge. See "Deductions and Charges -- Surrender Charge" at page 26.
 
SURRENDER  CHARGE GUIDELINE. An amount used  in calculating Sales Charge Refunds
   (see "Sales Charge Refund" at page 30 and in calculating the sales charge  on
   requested  increases in Face Amount (see "Deductions and Charges -- Surrender
   Charge --  Contingent Deferred  Sales Charge  Calculation" at  page 28).  The
   Surrender  Charge Guideline  will equal the  amount obtained  by dividing the
   Face Amount or the  amount of a  requested increase, as the  case may be,  by
   $1,000,  and multiplying the result by the applicable factor from Appendix E.
   The Surrender Charge Guideline  factors included in Appendix  E are based  on
   certain provisions of Rule 6e-3(T), adopted by the SEC.
 
UNIT VALUE. The unit measure by which the value of the Policy's interest in each
   Sub-Account is determined. See Appendix B.
 
   
VALUATION DATE. Each day the New York Stock Exchange is open for 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;  Thanksgiving Day;  and  Christmas  Day.  See
   Appendix B.
    
 
VALUATION  PERIOD. The period between two successive Valuation Dates, commencing
   at the close  of business  of a  Valuation Date and  ending at  the close  of
   business of the next Valuation Date. See Appendix B.
 
VARIABLE  ACCOUNT. Select*Life  Variable Account, a  separate investment account
   established by us to receive and  invest Net Premiums paid under the  Policy.
   See "The Variable Account" at page 14.
 
                                       8
<PAGE>
   
VARIABLE  ACCUMULATION VALUE. The value attributable to a specific Policy to the
   extent such amount is attributable to the Variable Account. See "Accumulation
   Value" at page 24 and Appendix B.
    
 
VARIABLE AMOUNT OPTION.  One of two  Death Benefit Options  available under  the
   Policy.  Under this  option, the  Death Benefit  is the  greater of  the Face
   Amount plus the Accumulation Value of the Policy, or the corridor  percentage
   of  Accumulation Value on the Valuation Date on or next following the date of
   the Insured's death. See "Death Benefit -- Death Benefit Options" at page 16.
 
   
VIP. Variable Insurance Products Fund
   Money Market Portfolio
   High Income Portfolio
   Equity-Income Portfolio
   Growth Portfolio
   Overseas Portfolio
    
 
   
VIP 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 as designated  in the application for the Policy  or
   as  subsequently  changed.  If a  Policy  has been  absolutely  assigned, the
   assignee is the Policy owner. A collateral assignee is not the Policy owner.
 
                                       9
<PAGE>
PART 1. SUMMARY
 
    This  is a brief summary of the Policy's features. More detailed information
follows later in this Prospectus.
 
HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE?
 
    Like traditional life insurance:
 
    - The  Policy  provides  a  guaranteed  minimum  amount  of  life  insurance
      coverage.
 
    - As long as you meet the requirements for the Death Benefit Guarantee, your
      Policy will remain in force during the Death Benefit Guarantee Period.
 
    - You  can surrender the Policy while the  Insured is living and receive its
      Cash Surrender Value.
 
    - The Policy has a loan value.
 
    - The Fixed Accumulation Value is guaranteed.
 
    Unlike traditional life insurance:
 
    - You choose where the Net Premiums for the Policy are invested.
 
    - You may transfer existing values among the investment options.
 
    - The Variable  Accumulation Value  may increase  or decrease  based on  the
      investment performance of the Funds you select.
 
    - You choose between two Death Benefit Options.
 
    - You choose the amount and frequency of your premium payments.
 
    - After  the  second Policy  Year,  you can  increase  or decrease  the Face
      Amount.
 
WHAT IS THE DEATH BENEFIT?
    You choose one of two  Death Benefit Options --  the Level Amount Option  or
the  Variable Amount Option. The Death Benefit  under the Level Amount Option is
the greater of the Face Amount or the corridor percentage of Accumulation  Value
on  the Valuation Date on or next following the date of the Insured's death. The
Death Benefit under the Variable  Amount Option is equal  to the greater of  the
Face  Amount  plus  the  Accumulation  Value,  or  the  corridor  percentage  of
Accumulation Value on the Valuation  Date on or next  following the date of  the
Insured's death. See "Death Benefit".
 
    The  proceeds  payable upon  the  death of  the  Insured under  either Death
Benefit Option  will  be reduced  by  any Loan  Amount  and any  unpaid  Monthly
Deductions.
 
    The  Death Benefit will  never be less than  the Face Amount  as long as the
Policy is in force and there is no Loan Amount or unpaid Monthly Deductions.
 
    Under certain circumstances a part of the  Death Benefit may be paid to  you
when  the  Insured  has  been  diagnosed  as  having  a  terminal  illness.  See
"Accelerated Benefit Rider".
 
WHAT FLEXIBILITY DO YOU HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?
   
    Although we reserve the  right to limit increases  and decreases during  the
first  two Policy  Years, you  have flexibility to  adjust the  Death Benefit by
increasing or decreasing the  Face Amount. You cannot  decrease the Face  Amount
below  the Minimum  Face Amount shown  in the  Policy. Any increase  in the Face
Amount may require additional  evidence of insurability  satisfactory to us  and
will  result in additional  charges. See "Death Benefit  -- 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?
    During  the Death Benefit Guarantee Period, if you meet the requirements for
the Death Benefit  Guarantee we will  not lapse  your Policy, even  if the  Cash
Surrender  Value is not sufficient  to cover the Monthly  Deduction that is due.
See "Death Benefit Guarantee".
 
IF THE DEATH BENEFIT GUARANTEE IS NOT IN EFFECT, WHAT WILL CAUSE THE POLICY TO
LAPSE?
    The Policy will only lapse if the Cash Surrender Value plus any Sales Charge
Refund is less than the Monthly Deduction due  and if a grace period of 61  days
expires without a sufficient payment. The
 
                                       10
<PAGE>
Policy  thus differs in two important  respects from traditional life insurance.
First, the failure  to pay  a Planned  Periodic Premium  will not  automatically
cause  the Policy to lapse. Second, even  if Planned Periodic Premiums have been
paid, the Policy may lapse. See "Policy Lapse and Reinstatement -- Lapse".
 
WHAT IS THE FIXED ACCOUNT?
    The Fixed Account  consists of all  of our  assets other than  those in  our
separate  accounts (including  the Variable Account).  We credit  interest of at
least 4% per year  on any amounts you  have in the Fixed  Account. From time  to
time  we may guarantee interest in excess  of 4%. Interests in the Fixed Account
have not been  registered under  the Securities  Act of  1933 nor  is the  Fixed
Account  subject to the restrictions of the  Investment Company Act of 1940. See
Appendix A, "The Fixed Account".
 
WHAT IS THE VARIABLE ACCOUNT?
    The Select*Life  Variable Account  is  one of  our separate  accounts.  Only
premiums  from our variable life insurance policies are invested in the Variable
Account. See "The Variable Account".
 
   
    The Variable Account  is divided  into Sub-Accounts.  Premiums allocated  to
each Sub-Account are invested in shares, at net asset value, of the Fund related
to  that Sub-Account.  The Variable Accumulation  Value of the  Policy will vary
with, among  other things,  the investment  performance of  the Funds  to  which
Policy  premiums  are  allocated  and the  charges  deducted  from  the Variable
Accumulation Value. See "Accumulation Value".
    
 
WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED?
    With certain restrictions, you can choose when you pay premiums and how much
each payment will  be. In most  cases, however, payment  of cumulative  premiums
sufficient  to maintain the Death Benefit Guarantee will be required to keep the
Policy in  force during  at least  the first  several Policy  Years (see  "Death
Benefit  Guarantee"). We may choose not to accept a payment of less than $25.00.
We do, however, reserve the right to limit the amount of any payment and certain
maximum limits apply. We will return to you any premium paid to the extent  that
total  premiums paid, both  scheduled and unscheduled,  would exceed the current
maximum premium payments allowed for life  insurance under Federal tax law.  See
"Payment and Allocation of Premiums -- Amount and Timing of Premiums".
 
HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS?
    You  choose  the premium  allocation on  the  application. You  can allocate
premiums to the Fixed  Account and/or one or  more Sub-Accounts of the  Variable
Account.  The  initial  allocation  remains in  effect  for  any  future premium
payments until  you  change it.  See  "Payment  and Allocation  of  Premiums  --
Allocation of Premiums".
 
   
WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?
    
   
    Fidelity  Management & Research  Company is the  investment adviser of VIP's
five portfolios and of VIP 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 Putnam Variable Trust's six funds.
    
 
   
WHAT ARE THE 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.
    
 
   
WHAT ARE THE INVESTMENT ADVISORY FEES 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
    
 
                                       11
<PAGE>
   
the  Funds. Set forth  below is information  provided by each  Fund on its total
1996 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>
VIP Money Market Portfolio....................     0.21%        0.09%         0.30%
VIP High Income Portfolio.....................     0.59%        0.12%         0.71%
VIP Equity-Income Portfolio (a)...............     0.51%        0.07%         0.58%
VIP Growth Portfolio (a)......................     0.61%        0.08%         0.69%
VIP Overseas Portfolio (a)....................     0.76%        0.17%         0.93%
 
VIP II Asset Manager Portfolio (a)............     0.64%        0.10%         0.74%
VIP II Investment Grade Bond Portfolio........     0.45%        0.13%         0.58%
VIP II Index 500 Portfolio (b)................     0.13%        0.15%         0.28%
VIP II Contrafund Portfolio (a)...............     0.61%        0.13%         0.74%
 
Northstar Income and Growth Fund (c)..........     0.75%        0.05%         0.80%
Norhtstar Multi-Sector Bond Fund (c)..........     0.75%        0.05%         0.80%
 
Putnam VT Asia Pacific Growth Fund............     0.80%        0.43%         1.23%
Putnam VT Diversified Income Fund.............     0.70%        0.13%         0.83%
Putnam VT Growth and Income Fund..............     0.49%        0.05%         0.54%
Putnam VT New Opportunities Fund..............     0.63%        0.09%         0.72%
Putnam VT Utilities Growth and Income Fund
  (d).........................................     0.69%        0.09%         0.78%
Putnam VT Voyager Fund........................     0.57%        0.06%         0.63%
</TABLE>
    
 
   
(a) A portion of the  brokerage commissions that certain  funds pay was used  to
    reduce  funds  expenses.  In  addition,  certain  funds  have  entered  into
    arrangements with their custodian and transfer agent whereby interest earned
    on uninvested cash balances was used to reduce custodian and transsfer agent
    expenses. Including these reductions, the total operating expenses presented
    in the table  would have  been .56% for  Equity Income  Portfolio, .67%  for
    Growth  Portfolio,  .92%  for  Overseas Portfolio,  .73%  for  Asset Manager
    Portfolio, and .71% for Contrafund Portfolio.
    
 
   
(b) FMR agreed  to reimburse  a portion of  the Index  500 Portfolio's  expenses
    during  the period. Without  this reimbursement, the  funds' management fee,
    other expenses  and total  expenses would  have been  .28%, .15%,  and  .43%
    respectively.
    
 
   
(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, 1996 would have
    been 1.40% for Income and Growth Fund and 1.68% for Multi-Sector Bond Fund.
    
 
   
(d) On July 11, 1996, shareholders approved  an increase in the fees payable  to
    Putnam   Investment  Management,  Inc.,   ("Putnam  Management")  under  the
    Management Contract  for Putnam  VT Utilities  Growth and  Income Fund.  The
    management  fees and total expenses shown in the table have been restated to
    reflect the increase. Actual management  fees and total expenses were  0.64%
    and 0.73%, respectively.
    
 
WHAT CHARGES DO WE MAKE AGAINST EACH PREMIUM PAYMENT?
    We  deduct  an amount  (the Premium  Expense Charge)  from each  premium and
credit the remaining premium (the  Net Premium) to the  Fixed Account or to  the
Variable  Account  in accordance  with  your instructions.  The  Premium Expense
Charge is  guaranteed  not to  exceed  5.00% of  each  premium payment  for  the
duration  of the Policy. The  Premium Expense Charge is  currently 5.00% of each
premium payment in Policy Years 1-10 and 3.00% of each premium payment after the
tenth Policy Year.  The Premium  Expense Charge consists  of a  sales charge  of
2.50% and a premium tax charge of
 
                                       12
<PAGE>
2.50%.  Although we do not currently do so,  we may choose to make an additional
charge of up to $2.00 per premium payment as part of the Premium Expense  Charge
to  reimburse us for premium processing expenses. See "Deductions and Charges --
Premium Expense Charge".
 
WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE?
    The Accumulation Value of  the Policy is subject  to several charges --  the
Monthly Deduction and transfer and partial withdrawal charges.
 
    The  Monthly  Deduction  will  be  deducted  monthly  from  both  the  Fixed
Accumulation Value and the Variable Accumulation Value and includes the cost  of
insurance,  the Monthly Administrative Charge, the Monthly Mortality and Expense
Risk Charge, and charges for optional insurance benefits. The cost of  insurance
will  be determined by  multiplying the applicable cost  of insurance rate(s) by
the net amount at risk. The Monthly Administrative Charge is currently $8.25 per
month and is guaranteed  not to exceed $12.00  per month. The Monthly  Mortality
and  Expense Risk Charge will be equal to one-twelfth of .90 of 1% (.90%) of the
Variable Accumulation Value (that is, the total value attributable to a specific
Policy in the  Sub-Accounts of the  Variable Account) of  the Policy during  the
first 10 Policy Years. Beginning on Policy Year 11 and each year thereafter this
monthly  charge will be one-twelfth of .30 of 1% (.30%) guaranteed not to exceed
 .60 of  1% (.60%)  for the  duration of  the Policy.  The charges  for  optional
insurance  benefits  will  vary  depending  upon  the  benefit(s)  selected. See
"Deductions and Charges -- Monthly Deduction".
 
    There is currently  no charge  imposed for  each transfer  but we  presently
charge  $10.00 for each partial withdrawal. The charge for transfers and partial
withdrawals  is  guaranteed  not  to  exceed  $25.00  per  transfer  or  partial
withdrawal.  See  "Deductions and  Charges  -- Transfer  and  Partial Withdrawal
Charges".
 
WHAT CHARGES DO WE MAKE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY?
    During the first  15 years the  Policy is in  force and the  first 15  years
following  a requested  increase in the  Face Amount,  there is a  charge if the
Policy lapses or you surrender the Policy (the Surrender Charge). The  Surrender
Charge  consists of  the Contingent Deferred  Sales Charge to  recover our sales
expenses, and  the  Contingent Deferred  Administrative  Charge to  recover  our
policy issue expenses. See "Deductions and Charges -- Surrender Charge".
 
    The  maximum  Contingent Deferred  Sales Charge  and the  maximum Contingent
Deferred Administrative Charge on the initial  Face Amount and on any  requested
increases  in  Face Amount  will be  determined on  the Policy  Date and  on the
effective date of any such requested increase, as the case may be. These maximum
charges then remain level  during the first five  years in the relevant  15-year
period,  and then reduce in  equal monthly increments until  they become zero at
the end of  15 years. Thus,  if the Policy  remains in force  during the  entire
relevant 15-year period, you do not pay this charge.
 
    The  Contingent Deferred  Administrative Charge  on the  initial Face Amount
will depend upon the initial Face Amount. The Contingent Deferred Administrative
Charge on any requested increase in Face Amount will depend upon the Face Amount
of the increase.  During the first  five years in  the relevant 15-year  period,
this charge is $5.00 per $ 1,000 of Face Amount.
 
    The  Contingent Deferred Sales Charge on the initial Face Amount will depend
upon the initial  Face Amount, the  Insured's Age  on the Policy  Date, and  the
Insured's sex. The Contingent Deferred Sales Charge on any requested increase in
Face  Amount will depend upon the Face Amount of the increase, the Insured's Age
on the effective date of the increase, and the Insured's sex (see Appendix D).
 
    The Contingent  Deferred  Sales  Charge applicable  to  Policies  issued  in
Massachusetts  and Montana will not be affected by the Insured's sex. Therefore,
the Contingent Deferred  Sales Charge applied  to Policies issued  in these  two
states  will differ  from the  charge made on  Policies issued  in other states.
Also, the  Contingent  Deferred  Sales  Charge applied  to  Policies  issued  in
Pennsylvania  may  be higher  or lower  than  in other  states depending  on the
Insured's Age and sex.
 
    The  Surrender  Charge  imposed  upon  early  surrender  or  lapse  will  be
significant.  As a  result, you should  purchase a  Policy only if  you have the
financial capability to keep it in force for a substantial period of time.
 
                                       13
<PAGE>
WHAT IS THE VALUE OF THE POLICY IF YOU SURRENDER IT?
    In general, the Cash Surrender Value is the amount you would receive if  you
surrender  the Policy. To determine the  Cash Surrender Value, your Accumulation
Value is reduced by the Surrender Charge, if any, and any Loan Amount and unpaid
Monthly Deductions. During the first two  Policy Years and the first two  Policy
Years  following an increase in  the Face Amount, you may  also be entitled to a
refund of  a portion  of any  charges made  for sales  expenses. See  "Surrender
Benefits -- Total Surrender" and "Sales Charge Refund".
 
CAN YOU MAKE PARTIAL WITHDRAWALS?
    Yes,  you can withdraw part of your Cash Surrender Value. You will not incur
a Surrender Charge, but partial withdrawals are subject to a processing  charge.
We  currently make a  $10.00 charge for  each partial withdrawal.  The charge is
guaranteed not  to  exceed  $25.00  per partial  withdrawal.  Only  one  partial
withdrawal  is allowed  in any Policy  Year. See "Surrender  Benefits -- Partial
Withdrawal".
 
WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS?
    You have a limited free look period during which you have a right to  return
the  Policy  and receive  a  refund of  all premiums  paid.  See "Free  Look and
Conversion Rights -- Free Look Rights". The Policy must be returned to us by the
latest of:
 
    - Midnight of the 20th day after you receive it;
 
    - Midnight of the 20th day after a written Notice of Right of Withdrawal  is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your application for the Policy is
      signed.
 
    Also,  the Policy may in effect be converted in whole or in part to a "fixed
benefit" policy  (providing  benefits  that  do not  vary  with  the  investment
performance  of the Variable Account) at any time by transferring all or part of
the Accumulation Value  of the  Policy from the  Variable Account  to the  Fixed
Account.  For Policies issued in Connecticut,  the Conversion Right is exercised
by exchanging the Policy for a different permanent fixed benefit life  insurance
policy  offered by  us in this  state. See  "Free Look and  Conversion Rights --
Conversion Rights".
 
    Similar free  look and  conversion rights  will be  available for  requested
increases in the Face Amount. See "Free Look and Conversion Rights".
 
CAN YOU TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT?
    Subject  to  certain restrictions,  you  can transfer  all  or part  of your
Accumulation Value between the  investment options of  the Policy. We  currently
allow  up to  twelve transfers  per year. Transfers  from the  Fixed Account are
subject to certain additional restrictions. We reserve the right to limit you to
four transfers per year  and to make  a charge for  each transfer. We  currently
make no charge for each transfer. This charge is guaranteed not to exceed $25.00
per  transfer. To  the extent,  however, that  you request  a transfer  from the
Variable Account  to  the  Fixed  Account in  connection  with  exercising  your
conversion  rights under  the Policy  (see "Free  Look and  Conversion Rights --
Conversion Rights"), the limit  on the number of  transfers and the charge  will
not apply. See "Transfers".
 
CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?
   
    Although  we reserve  the right to  limit borrowing during  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".
 
                                       14
<PAGE>
ARE ACCUMULATION VALUE INCREASES INCLUDED IN YOUR TAXABLE INCOME?
    Under  current Federal  tax law,  as long  as the  Policy qualifies  as life
insurance Accumulation Value increases will also be subject to the same  Federal
income  tax treatment as traditional life  insurance cash values. Therefore, any
increases should accumulate on a tax deferred basis. See "Federal Tax Matters --
Policy Proceeds".
 
WILL EXERCISING CERTAIN POLICY RIGHTS HAVE TAX CONSEQUENCES?
    A change of  owners, a partial  withdrawal, a total  surrender, or a  Policy
loan  may have tax  consequences depending on  the particular circumstances. See
"Federal Tax Matters -- Policy Proceeds".
 
WHO SELLS THE POLICIES?
    The Policies are sold by licensed  insurance agents who are also  registered
representatives  of broker-dealers registered under  the Securities Exchange Act
of 1934 and who are members  of the National Association of Securities  Dealers,
Inc.  Washington Square Securities, Inc., an affiliate of ours, is the Principal
Underwriter of the Policies. See "Distribution of the Policies".
 
PART 2. DETAILED INFORMATION
 
   
RELIASTAR LIFE INSURANCE COMPANY
    
 
   
    We are a  stock life insurance  company organized in  1885 and  incorporated
under  the  laws  of the  State  of  Minnesota. Effective  January  3,  1989, we
converted from  a  stock and  mutual  life insurance  company  to a  stock  life
insurance  company,  and  through a  merger,  we became  a  direct, wholly-owned
subsidiary of ReliaStar Financial Corp.  (formerly known as The NWNL  Companies,
Inc.).  We offer individual life insurance  and annuities, employee benefits and
retirement  contracts.   The  Policies   described   in  this   Prospectus   are
nonparticipating.  On  a  consolidated  basis,  we  have  $190  billion  of life
insurance in force and our  assets are $16.7 billion. Our  Home Office is at  20
Washington Avenue South, Minneapolis, Minnesota 55401 (telephone 612-372-5507).
    
 
THE VARIABLE ACCOUNT
 
    The Variable Account is a Separate Account of ours, established by the Board
of Directors on October 11, 1984 pursuant to the laws of the State of Minnesota.
The Variable Account will receive and invest the Net Premiums paid and allocated
to  it under this  Policy. In addition, the  Variable Account currently receives
and invests net  premiums for another  class of flexible  premium variable  life
insurance  policy  and may  do  so for  additional  classes in  the  future. The
Variable Account meets the definition of a "separate account" under the  federal
securities  laws and has been registered with the SEC as a unit investment trust
under the Investment  Company Act  of 1940.  The registration  does not  involve
supervision  by the SEC of the management or investment policies or practices of
the Variable Account, us, or the Funds.
 
    We own the assets of the Variable Account. However, the Minnesota laws under
which the Variable  Account was  established provide that  the Variable  Account
cannot  be charged  with liabilities  arising out of  any other  business we may
conduct. We are  required to maintain  assets which  are at least  equal to  the
reserves  and other liabilities of the  Variable Account. We may transfer assets
which exceed these reserves  and liabilities to our  general account (the  Fixed
Account).
 
   
    For a description of the Fixed Account, see Appendix A to this Prospectus.
    
 
PERFORMANCE INFORMATION
 
    Performance information for the Sub-Accounts of the Variable Account and the
Funds   available  for  investment  by  the   Variable  Account  may  appear  in
advertisements, sales literature,  or reports  to Policy  owners or  prospective
purchasers. Performance information for the Sub-Accounts will reflect deductions
of  Fund Expenses  and be  adjusted to  reflect the  Mortality and  Expense Risk
Charge, but  will  not reflect  deductions  for the  cost  of insurance  or  the
Surrender  Charge. Quotations of  performance information for  the Funds will be
accompanied  by  performance  information  for  the  Sub-Accounts.   Performance
information  for the Funds  will take into  account all fees  and charges at the
 
                                       15
<PAGE>
Fund level,  but will  not reflect  any deductions  from the  Variable  Account.
Performance   information  reflects  only  the  performance  of  a  hypothetical
investment during a particular time period in which the calculations are  based.
Performance  information showing total returns  and average annual total returns
may be provided for periods prior to the date a Sub-Account commenced operation.
Such performance information will be calculated based on the assumption that the
Sub-Accounts were in existence for the  same periods as those indicated for  the
Funds,  with the  level of charges  at the  Variable Account level  that were in
effect at the inception of  the Sub-Accounts. Performance information should  be
considered  in light of the  investment objectives and policies, characteristics
and quality of the portfolio of the  Fund in which the Sub-Account invests,  and
the  market  conditions during  the  given period  of  time, and  should  not be
considered as a representation of what may be achieved in the future.
 
    We may  also provide  individualized  hypothetical illustrations  of  Policy
Accumulation  Value, Cash Surrender Value and  Death Benefit based on historical
investment returns of the Funds. These illustrations will reflect deductions for
Fund expenses and  Policy and  Variable Account charges,  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  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 Insured  dies
while the Policy is in force. The proceeds payable upon the death of the Insured
will  be the Death  Benefit (see "Death  Benefit Options" below)  reduced by any
Loan Amount and unpaid Monthly  Deductions. All or part  of the proceeds may  be
paid  in  cash to  your beneficiaries  or under  one or  more of  the settlement
options we offer (see "General Provisions -- Settlement Options").
 
    The Policy provides two Death Benefit  Options: the Level Amount Option  and
the  Variable  Amount  Option.  You  choose  the  Death  Benefit  Option  on the
application for the Policy. Subject to  certain limitations, you can change  the
Death  Benefit Option after issuance of the Policy. See "Death Benefit -- Change
in Death Benefit Option".
 
                                       16
<PAGE>
    The Death Benefit may vary with  the Policy's Accumulation Value. Under  the
Level  Amount Option,  the Death  Benefit will  only vary  with the Accumulation
Value whenever the Accumulation Value multiplied by the corridor percentage (see
"Death Benefit Options -- Level Amount  Option") exceeds the Face Amount of  the
Policy. The Death Benefit under the Variable Amount Option will always vary with
the Accumulation Value because the Death Benefit equals the Face Amount plus the
Accumulation  Value, or the corridor percentage of the Accumulation Value. Under
either Death Benefit Option, however, the Death Benefit will never be less  than
the  current Face Amount of the  Policy and will be payable  only as long as the
Policy remains in force.
 
    In addition to affecting the amount of the Death Benefit as described above,
the Accumulation  Value generally  determines  how long  the Policy  remains  in
force.  See "Policy  Lapse and  Reinstatement". This  means that,  to the extent
Accumulation Value  is  attributable to  the  Variable Account,  the  investment
performance  of the Variable  Account (and the underlying  Funds) may affect the
duration of the Policy by affecting  the amount of Accumulation Value. You  bear
the  investment  risk with  respect  to any  amounts  allocated to  the Variable
Account. If,  however, the  Death Benefit  Guarantee is  in effect  (see  "Death
Benefit  Guarantee"), the  Policy will  stay in  force during  the Death Benefit
Guarantee Period, without regard to the investment performance under the Policy.
 
    Appendix  C  illustrates  Accumulation   Values,  Surrender  Charges,   Cash
Surrender  Values,  and  Death  Benefits assuming  different  levels  of premium
payments and investment returns for selected Ages and Face Amounts.
 
DEATH BENEFIT OPTIONS
    The Level Amount Option and the Variable Amount Option are described below.
 
    LEVEL AMOUNT OPTION. The  Death Benefit is the  greater of the current  Face
Amount  of the Policy  or the corridor  percentage of Accumulation  Value on the
Valuation Date  on  or next  following  the date  of  the Insured's  death.  The
corridor  percentage is 250% for an Insured  Age 40 or below, and the percentage
declines with increasing Ages as shown in the Corridor Percentage Table on  page
17.  Accordingly, under  the Level Amount  Option the Death  Benefit will remain
level unless the corridor percentage  of Accumulation Value exceeds the  current
Face  Amount, in  which case the  amount of the  Death Benefit will  vary as the
Accumulation Value varies.
 
    ILLUSTRATION OF  LEVEL AMOUNT  OPTION. For  purposes of  this  illustration,
assume that the Insured is under Age 40, and that there is no Loan Amount. Under
the  Level Amount Option,  a Policy with  a $200,000 Face  Amount will generally
have a $200,000 Death Benefit. However, because the Death Benefit must be  equal
to  or be greater than 250% of the Accumulation Value, any time the Accumulation
Value of the Policy exceeds $80,000, the Death Benefit will exceed the  $200,000
Face  Amount.  Each  additional dollar  added  to the  Accumulation  Value above
$80,000 will increase  the Death  Benefit by  $2.50. Thus,  if the  Accumulation
Value exceeds $80,000 and increases by $100 because of investment performance or
premium  payments, the Death Benefit will increase  by $250. A Policy owner with
an Accumulation  Value  of $100,000  will  be entitled  to  a Death  Benefit  of
$250,000 ($100,000 X 250%); an Accumulation Value of $150,000 will yield a Death
Benefit  of $375,000  ($150,000 X 250%);  and an Accumulation  Value of $200,000
will yield a Death Benefit of $500,000 ($200,000 X 250%).
 
    Similarly, as long as  the Accumulation Value  exceeds $80,000, each  dollar
taken  out of the Accumulation Value will reduce the Death Benefit by $2.50. If,
for example, the Accumulation Value is reduced from $150,000 to $140,000 because
of partial withdrawals, charges, or  negative investment performance, the  Death
Benefit  will be reduced from $375,000 to $350,000. If at any time, however, the
Accumulation Value multiplied by the corridor  percentage is less than the  Face
Amount, the Death Benefit will equal the current Face Amount of the Policy.
 
    The corridor percentage becomes lower as the Insured's Age increases. If the
current  Age of  the Insured  in the  illustration above  were, for  example, 50
(rather than under  Age 40), the  corridor percentage would  be 185%. The  Death
Benefit  would not exceed the $200,000 Face Amount unless the Accumulation Value
exceeded approximately $108,110 (rather than $80,000), and each $1 then added to
or taken from  the Accumulation Value  would change the  Death Benefit by  $1.85
(rather than $2.50).
 
                                       17
<PAGE>
                           CORRIDOR PERCENTAGE TABLE
 
<TABLE>
<CAPTION>
    Insured's Age on
    Previous Policy          Corridor Percentage
      Anniversary           of Accumulation Value
- ------------------------  -------------------------
<S>                       <C>
     40 or younger                     250%
           41                          243
           42                          236
           43                          229
           44                          222
           45                          215
           46                          209
           47                          203
           48                          197
           49                          191
           50                          185
           51                          178
           52                          171
           53                          164
           54                          157
           55                          150
           56                          146
           57                          142
           58                          138
           59                          134
           60                          130
           61                          128
           62                          126
           63                          124
           64                          122
           65                          120
           66                          119
           67                          118
           68                          117
           69                          116
           70                          115
           71                          113
           72                          111
           73                          109
           74                          107
         75-90                         105
           91                          104
           92                          103
           93                          102
           94                          101
           95                          100
</TABLE>
 
    VARIABLE  AMOUNT OPTION. The  Death Benefit is  equal to the  greater of the
current Face Amount plus the Accumulation  Value of the Policy, or the  corridor
percentage  of the Accumulation Value on the Valuation Date on or next following
the date of the Insured's death. The corridor percentage is 250% for an  Insured
Age 40 or below, and the percentage declines with increasing Age as shown in the
Corridor  Percentage Table above. Accordingly,  under the Variable Amount Option
the amount  of the  Death Benefit  will always  vary as  the Accumulation  Value
varies.
 
    ILLUSTRATION  OF VARIABLE AMOUNT OPTION.  For purposes of this illustration,
assume that the Insured is under Age 40 and that there is no Loan Amount.  Under
the  Variable  Amount Option,  a  Policy with  a  Face Amount  of  $200,000 will
generally pay a Death Benefit of $200,000 plus the Accumulation Value. Thus, for
example, a  Policy with  an Accumulation  Value  of $40,000  will have  a  Death
Benefit  of $240,000 ($200,000 + $40,000); an Accumulation Value of $80,000 will
yield a Death Benefit of
 
                                       18
<PAGE>
$280,000 ($200,000 + $80,000). The Death Benefit, however, must be at least 250%
of the Accumulation Value. As a result, if the Accumulation Value of the  Policy
exceeds  approximately $133,333, the Death Benefit will be greater than the Face
Amount plus the Accumulation Value.  Each additional dollar of the  Accumulation
Value  above $133,333  will increase  the Death Benefit  by $2.50.  Thus, if the
Accumulation Value exceeds $133,333 and increases by $100 because of  investment
performance  or premium  payments, the  Death Benefit  will increase  by $250. A
Policy owner with an Accumulation Value of $150,000 will be entitled to a  Death
Benefit  of $375,000 ($150,000  X 250%); an Accumulation  Value of $200,000 will
yield a Death Benefit of $500,000  ($200,000 X 250%), and an Accumulation  Value
of $250,000 will yield a Death Benefit of $625,000 ($250,000 X 250%).
 
    Similarly,  any time  the Accumulation  Value exceeds  $133,333, each dollar
taken out of the Accumulation Value will reduce the Death Benefit by $2.50.  If,
for example, the Accumulation Value is reduced from $150,000 to $140,000 because
of  partial withdrawals, charges, or  negative investment performance, the Death
Benefit will be reduced from $375,000 to $350,000. If at any time, however,  the
Accumulation  Value multiplied by the corridor  percentage is less than the Face
Amount plus the Accumulation Value, then  the Death Benefit will be the  current
Face Amount plus the Accumulation Value of the Policy.
 
    The corridor percentage becomes lower as the Insured's Age increases. If the
current  Age of  the Insured  in the  illustration above  were, for  example, 50
(rather than under 40), the corridor percentage would be 185%. The amount of the
Death Benefit would be  the sum of the  Accumulation Value plus $200,000  unless
the  Accumulation Value exceeded approximately  $235,294 (rather than $133,333),
and each $1 then added to or taken from the Accumulation Value would change  the
Death Benefit by $1.85 (rather than $2.50).
 
WHICH DEATH BENEFIT OPTION TO CHOOSE
    If  you prefer to have premium payments and favorable investment performance
reflected partly in the form of  an increasing Death Benefit, you should  choose
the  Variable  Amount Option.  If  you are  satisfied  with the  amount  of your
existing insurance coverage and  prefer to have  premium payments and  favorable
investment  performance  reflected to  the  maximum extent  in  the Accumulation
Value, you should choose the Level Amount Option.
 
REQUESTED CHANGES IN FACE AMOUNT
   
    Subject to certain limitations, you may  request an increase or decrease  in
the  Face Amount. We reserve  the right to limit  increases and decreases in the
Face Amount during the first two Policy Years.
    
 
    INCREASES. For an  increase in the  Face Amount, a  written request must  be
submitted  to  us.  We  may also  require  additional  evidence  of insurability
satisfactory to  us. The  effective date  of the  increase will  be the  Monthly
Anniversary  on or next following our approval of the increase. The increase may
not be less  than $5,000 and  no increase  will be permitted  after the  Insured
reaches  Age 75. We  will deduct any  charges associated with  the increase (the
increases in the cost of insurance and the Surrender Charge upon lapse or  total
surrender  -- see "Effect of  Requested Changes in Face  Amount" below) from the
Accumulation Value, whether or not you  pay an additional premium in  connection
with  the increase. You will  be entitled to limited  free look, conversion, and
refund rights with  respect to requested  increases in Face  Amount. See  "Sales
Charge Refund" and "Free Look and Conversion Rights".
 
    DECREASES. For a decrease in the Face Amount, a written request must also be
submitted  to  us. Any  decrease in  the Face  Amount will  be effective  on the
Monthly Anniversary on or next following  our receipt of a written request.  You
cannot request a decrease in the Face Amount more frequently than once every six
months.  The Face Amount remaining in force after any requested decrease may not
be less than the Minimum Face Amount  shown in the Policy. We reserve the  right
to  establish a  different Minimum  Face Amount in  the future.  If, following a
decrease in Face Amount,  the Policy would no  longer qualify as life  insurance
under  Federal  tax law  (see  "Federal Tax  Matters  -- Policy  Proceeds"), the
decrease will be limited to the extent necessary to meet these requirements.
 
    For purposes of  determining the cost  of insurance, decreases  in the  Face
Amount will be applied to reduce the current Face Amount in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
    (b) The next most recent increases successively; and
 
    (c) The Face Amount when the Policy was issued.
 
                                       19
<PAGE>
    By  reducing  the  current  Face  Amount  in  this  manner,  the  Rate Class
applicable to the most recent increase in Face Amount will be eliminated  first,
then  the Rate Class applicable to the next most recent increase, and so on, for
the purposes of calculating the cost  of insurance. This assumption will  affect
the  cost of insurance under the Policy only if different Rate Classes have been
applied to the  current Face  Amount. A  Rate Class is  a group  of Insureds  we
determine  based  upon our  expectation that  they  will have  similar mortality
experience. We  currently place  Insureds  into standard  Rate Classes  or  into
substandard  Rate Classes that  involve a higher mortality  risk (for example, a
200% Rate Class  or a 300%  Rate Class).  In an otherwise  identical Policy,  an
Insured  in the standard Rate Class will have  a lower cost of insurance than an
Insured in a substandard Rate Class with higher mortality risks. See "Deductions
and Charges -- Monthly Deduction".
 
    For example,  assume  that the  initial  Face  Amount was  $200,000  with  a
standard  Rate Class, and that successive increases  of $50,000 (at a Rate Class
of 200%) and $100,000  (at a Rate Class  of 300%) were added.  If a decrease  of
$100,000 or less is requested, the amount of insurance at a 300% Rate Class will
be  reduced first. If a decrease of  more than $100,000 is requested, the amount
at a 300% Rate Class will be eliminated, and the excess over $100,000 will  next
reduce the amount of insurance at a 200% Rate Class.
 
    EFFECT  OF REQUESTED CHANGES IN FACE AMOUNT. An increase or decrease in Face
Amount will affect the Monthly Deduction  because the cost of insurance  depends
upon  the Face  Amount. The charge  for certain optional  insurance benefits may
also be affected. See "Deductions and Charges -- Monthly Deduction". An increase
in the Face Amount  will increase the  Surrender Charge, but  a decrease in  the
Face  Amount  will not  reduce the  Surrender Charge.  The Surrender  Charge is,
however, imposed only upon lapse or total surrender of the Policy and not upon a
requested decrease  in Face  Amount. See  "Deductions and  Charges --  Surrender
Charge".
 
    An  increase in the Face Amount will increase the Minimum Monthly Premium as
of the effective date  of the increase.  Therefore, additional premium  payments
may  be required to maintain the Death Benefit Guarantee. A decrease in the Face
Amount will reduce the Minimum Monthly Premium  as of the effective date of  the
decrease. See "Death Benefit Guarantee".
 
    The  additional Surrender Charge on a  requested increase in the Face Amount
will reduce the Cash Surrender Value  (which is the Accumulation Value less  any
Surrender  Charge, Loan Amount and unpaid  Monthly Deductions). If the resulting
Cash Surrender  Value is  not sufficient  to cover  the Monthly  Deduction,  the
Policy  may lapse unless the Death Benefit  Guarantee is in effect. However, the
maximum Surrender Charge  on a requested  increase in Face  Amount is phased  in
over  equal monthly increments during the  first three years after the requested
increase, which  minimizes the  risk of  Policy Lapse.  See "'Policy  Lapse  and
Reinstatement -- Lapse", "Death Benefit Guarantee" and "Surrender Charge".
 
INSURANCE PROTECTION
    You  may increase or decrease the  pure insurance protection provided by the
Policy (that is, the difference between  the Death Benefit and the  Accumulation
Value)  in one  of several  ways as insurance  needs change.  These ways include
increasing or decreasing  the Face Amount  of insurance, changing  the level  of
premium payments, and, to a lesser extent, making a partial withdrawal under the
Policy.  Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:
 
(a) A  decrease in  the Face  Amount will,  subject to  the corridor  percentage
    limitations  (see "Death  Benefit --  Death Benefit  Options"), decrease the
    pure insurance protection  without reducing the  Accumulation Value. If  the
    Face  Amount is  decreased, the  Policy charges  generally will  decrease as
    well. (Note that the Surrender Charge  will NOT be reduced. See  "Deductions
    and Charges -- Surrender Charge".)
 
(b)  An increase in the Face Amount  (which is generally subject to underwriting
    approval -- see "Death  Benefit -- Requested Changes  in Face Amount")  will
    likely  increase the amount  of pure insurance  protection, depending on the
    amount  of  Accumulation  Value   and  the  resultant  corridor   percentage
    limitation.  If the  insurance protection  is increased,  the Policy charges
    generally will increase as well.
 
(c) A partial withdrawal will reduce the Death Benefit. See "Surrender  Benefits
    --  Partial Withdrawal". However, it  has a limited effect  on the amount of
    pure insurance protection and charges under the Policy, because the decrease
    in the Death Benefit is usually equal to the amount of
 
                                       20
<PAGE>
    Accumulation  Value withdrawn. The primary use of a partial withdrawal is to
    withdraw Accumulation Value. Furthermore, it results in a reduced amount  of
    Accumulation Value and increases the possibility that the Policy will lapse.
 
(d) Under the Level Amount Option, until the corridor percentage of Accumulation
    Value  exceeds the Face  Amount, (i) an increased  level of premium payments
    will reduce the  amount of  pure insurance  protection, and  (ii) a  reduced
    level  of  premium  payments  will increase  the  amount  of  pure insurance
    protection.
 
(e)  Under  the  Variable  Amount  Option,  until  the  corridor  percentage  of
    Accumulation  Value exceeds the Face Amount plus the Accumulation Value, the
    level of  premium payments  will not  affect the  amount of  pure  insurance
    protection. (However, both the Accumulation Value and the Death Benefit will
    be  increased  if premium  payments are  increased,  and reduced  if premium
    payments are reduced.)
 
(f) Under either  Death Benefit  Option, if the  Death Benefit  is the  corridor
    percentage  of Accumulation  Value, then (i)  an increased  level of premium
    payments will increase the amount  of pure insurance protection (subject  to
    underwriting  approval -- see "Payment and  Allocation of Premiums -- Amount
    and Timing of Premiums"), and (ii) a reduced level of premium payments  will
    reduce the pure insurance protection.
 
    THE  TECHNIQUES DESCRIBED  IN THIS SECTION  FOR CHANGING THE  AMOUNT OF PURE
    INSURANCE PROTECTION  UNDER  THE  POLICY (FOR  EXAMPLE,  CHANGING  THE  FACE
    AMOUNT,  MAKING A  PARTIAL WITHDRAWAL,  AND CHANGING  THE AMOUNT  OF PREMIUM
    PAYMENTS) MUST  BE  CONSIDERED  TOGETHER WITH  THE  OTHER  RESTRICTIONS  AND
    CONSIDERATIONS DESCRIBED ELSEWHERE IN THIS PROSPECTUS.
 
CHANGE IN DEATH BENEFIT OPTION
    After  the first two Policy Years, you  may change the Death Benefit Option.
You must submit a written request to  change the Death Benefit Option. A  change
in  the Death  Benefit Option  will also  change the  Face Amount.  If the Death
Benefit Option is changed  from the Level Amount  Option to the Variable  Amount
Option, the Face Amount will be decreased by an amount equal to the Accumulation
Value  on the  effective date of  the change.  You cannot change  from the Level
Amount Option to the Variable Amount  Option if the resulting Face Amount  would
fall below the Minimum Face Amount.
 
    If  the Death Benefit Option  is changed from the  Variable Amount Option to
the Level Amount Option, the Face Amount will be increased by an amount equal to
the Policy's Accumulation Value on the effective date of the change.
 
    An increase or decrease in Face Amount resulting from a change in the  Death
Benefit  Option will  affect the future  Monthly Deductions because  the cost of
insurance depends  upon  the  Face  Amount.  The  charge  for  certain  optional
insurance  benefits may also be affected. See "Deductions and Charges -- Monthly
Deduction". The Surrender Charge, however, will  not be affected by an  increase
or decrease in Face Amount resulting from a change in Death Benefit Option.
 
    Changes  in the Death  Benefit Option do not  require additional evidence of
insurability.
 
ACCELERATED BENEFIT RIDER
    Under certain circumstances, the Accelerated  Benefit Rider allows a  Policy
owner  to accelerate  benefits from the  Policy that would  be otherwise payable
upon the death  of the  Insured. The benefit  may vary  state-by-state and  your
registered  representative should be consulted as  to whether and to what extent
the Rider is available in a particular state and on any particular Policy.
 
    Generally, we  will provide  an Accelerated  Benefit if  the Insured  has  a
terminal  illness that will result in the death of the Insured within 12 months,
as certified by a physician.
 
    The Accelerated Benefit will not be more  than 50% of the amount that  would
be  payable at the death  of the Insured. The  Accelerated Benefit will first be
used to pay off any outstanding Policy loans and interest due. The remainder  of
the  Accelerated Benefit will be in a lump sum to the Policy owner. Limitations,
as described in the Accelerated Benefit Rider, may apply.
 
                                       21
<PAGE>
    A lien  will  be  established against  the  Policy  for the  amount  of  the
Accelerated  Benefit plus the administrative charge,  plus interest on the lien.
Any proceeds from the Policy will first  be used to repay this lien. The  Policy
owner's  access to the cash value will be reduced by the amount of the lien. The
proceeds payable to the beneficiary will be reduced by the amount of the lien.
 
    The administrative charge will not exceed  $300 and will be assessed at  the
time the benefit is accelerated.
 
    The  premium payable on the  Policy will not be  affected by the Accelerated
Benefit.
 
    Receipt of a benefit  under the Accelerated Benefit  Rider may give rise  to
Federal  or State income  tax. A competent  tax adviser should  be consulted for
further information.
 
    The above information is not intended to be a complete summary of the Rider.
All of the terms and provisions of  the Accelerated Benefit Rider are set  forth
in  the Rider and should be referred to in order to fully ascertain its benefits
and limitations.
 
PAYMENT AND ALLOCATION OF PREMIUMS
 
ISSUING THE POLICY
    To apply  for a  Policy,  an individual  must  complete an  application  and
personally  deliver it to our  licensed agent. We will  not issue a Policy below
the minimum Face  Amount. We reserve  the right to  specify a different  minimum
Face Amount in the future for issuing a new Policy. We will generally only issue
a  Policy to an applicant  Age 75 or less  who supplies evidence of insurability
satisfactory to  us. Acceptance  is subject  to our  underwriting rules  and  we
reserve the right to reject an application for any reason permitted by law.
 
    SPONSORED   MARKET  PLANS.   Policies  may  be   purchased  under  sponsored
arrangements where permitted by state law. A "sponsored arrangement" includes an
arrangement where an employer permits group solicitation of its employees or  an
association  permits  group solicitations  of its  members  for the  purchase of
Policies on an individual basis.
 
    All participants in  sponsored arrangements  are individually  underwritten.
Persons  purchasing  under  a  sponsored arrangement  may  apply  for simplified
underwriting. If simplified underwriting is  granted, the cost of insurance  may
increase  as a result of higher  than anticipated mortality experience. However,
any such increase  will not cause  the cost  of insurance charge  to exceed  the
guaranteed rates set forth in the Policy.
 
    COVERAGE.  Coverage under a Policy begins on  the later of the Issue Date or
the date  we receive  at  least the  minimum  initial premium  (see  immediately
following  section).  In general,  if the  applicant pays  at least  the minimum
initial premium with the application,  the Issue Date will  be the later of  the
date  of the application or the date  of any medical examination required by our
underwriting procedures.  However, if  underwriting  approval has  not  occurred
within  45 days after we receive the application or if you authorize premiums to
be paid by bank account  monthly deduction, the Issue Date  will be the date  of
underwriting approval.
 
    If you authorize premiums to be paid by government allotment, the Issue Date
generally  will be, subject to  our underwriting approval, the  first day of the
month in which we receive the  first Minimum Monthly Premium through  government
allotment,  whether  or not  a  Minimum Monthly  Premium  is collected  with the
application. If a Minimum Monthly Premium is collected with the application,  it
will  be allocated  to the  Sub-Accounts of the  Variable Account  and the Fixed
Account on the Valuation Date next following the Issue Date.
 
    MINIMUM INITIAL  PREMIUM.  The  minimum initial  premium  is  three  Minimum
Monthly  Premiums.  See "Death  Benefit Guarantee".  If, however,  you authorize
premiums to be paid by bank  account monthly deduction or government  allotment,
we   will  accept  one  Minimum  Monthly  Premium  together  with  the  required
authorization forms. The Minimum Monthly Premium is specified in the Policy  and
determines the payments required to maintain the Death Benefit Guarantee.
 
    TEMPORARY INSURANCE. At the time the application is taken, the applicant can
receive  temporary  insurance  coverage by  paying  a  premium equal  to  10% of
annualized Minimum Monthly Premium. The temporary insurance will be for the face
amount specified in the premium receipt and will be effective until the earliest
of the following:
 
    - The date the coverage under the Policy is effective.
 
    - The date the  applicant receives  an offer  for an  alternative policy,  a
      notice  of termination of temporary insurance  coverage, or notice that we
      have rejected the application.
 
                                       22
<PAGE>
    - The date  of  death  of  the proposed  Insured,  any  proposed  additional
      Insured, or any proposed Insured child.
 
    - The 75th day after the date of the receipt for the temporary insurance.
 
   
    CREDITING  NET PREMIUMS. We will credit  Net Premiums to the Sub-Accounts of
the Variable Account and to  the Fixed Account on  the basis of the  applicant's
allocation on the latest of the following dates:
    
 
    - The Valuation Date following the date of underwriting approval.
 
    - The Valuation Date on or next following the Policy Date.
 
    - The Valuation Date on or next following the date we have received at least
      the required minimum initial premium payment.
 
    - In  the case of  Policies issued under  government allotment programs, the
      Valuation Date next following the Issue Date.
 
    Until the  date on  which  Net Premiums  are  credited as  described  above,
premium payments will be held in our General Account. No interest will be earned
on these premium payments during this period of time.
 
    REFUNDING  PREMIUM. We will return all premiums paid without interest if any
of the following occur:
 
    - We send notice to the applicant that the insurance is declined.
 
    - The applicant refuses an offer for an alternative policy.
 
    - The applicant does not  supply required medical exams  or tests within  30
      days of the date of the application.
 
    - The  applicant returns the  Policy under the limited  free look right. See
      "Free Look and Conversion Rights -- Free Look Rights".
 
ALLOCATION OF PREMIUMS
   
    You choose the initial allocation of your Net Premiums (your gross  premiums
less  the Premium Expense Charge)  to the Fixed Account  and the Sub-Accounts of
the Variable Account on the application for the Policy. If you fail to  instruct
us  where to allocate your  Net Premiums, we reserve the  right to place them in
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
new premium allocation may be 100% to any Account or divided in whole percentage
points totaling 100%. We reserve the right to adjust any allocation to eliminate
fractional  percentages. Changing the current premium allocation will not affect
the allocation of existing Accumulation Value.
    
 
AMOUNT AND TIMING OF PREMIUMS
    The amount and frequency  of premium payments  will affect the  Accumulation
Value,  the Cash Surrender Value,  and how long the  Policy will remain in force
(including affecting whether  the Death Benefit  Guarantee is in  effect --  see
"Death  Benefit Guarantee").  After the initial  premium, you  may determine the
amount  and  timing  of  subsequent   premium  payments  within  the   following
restrictions:
 
    - IN  MOST CASES, PAYMENT OF CUMULATIVE  PREMIUMS SUFFICIENT TO MAINTAIN THE
      DEATH BENEFIT  GUARANTEE WILL  BE REQUIRED  TO KEEP  THE POLICY  IN  FORCE
      DURING  AT  LEAST  THE  FIRST SEVERAL  POLICY  YEARS.  SEE  "DEATH BENEFIT
      GUARANTEE".
 
    - We may choose not to accept any premium less than $25.00.
 
    - We reserve  the right  to limit  the  amount of  any premium  payment.  In
      general,  during the  first Policy Year  we will not  accept total premium
      payments in excess of  $250,000 on the life  of any Insured, whether  such
      payments  are received on a Policy or on any other insurance policy issued
      by us or our affiliates. Also, we  will not accept any premium payment  in
      excess  of  $50,000 on  any Policy  after  the first  Policy Year.  At our
      discretion, however, we may waive any of these premium limitations.
 
    - We may require additional evidence  of insurability satisfactory to us  if
      any  premium would increase  the difference between  the Death Benefit and
      the Accumulation Value (that is, the net
 
                                       23
<PAGE>
      amount at risk). A premium payment  would increase the net amount at  risk
      if  at  the time  of payment  the Death  Benefit would  be based  upon the
      applicable percentage of Accumulation Value.  See "Death Benefit --  Death
      Benefit Options".
 
    - In  no  event may  the  total of  all  premiums paid,  both  scheduled and
      unscheduled, exceed the current maximum premium payments allowed for  life
      insurance  under Section 7702 of the  Federal Internal Revenue Code. If at
      any time a premium is paid which would result in total premiums  exceeding
      the  current maximum premiums allowed, we will only accept that portion of
      the premium which would make total premiums equal the maximum. Any part of
      the premium in  excess of  that amount will  be returned,  and no  further
      premiums  will be  accepted until allowed  by the  current maximum premium
      limitations.
 
    - If you contemplate a large premium payment under this Policy, and you wish
      to avoid Modified Endowment Contract classification, you may contact us in
      writing before making the payment and we will tell you the maximum  amount
      which  can be  paid into  the Policy. See  "Federal Tax  Matters -- Policy
      Proceeds".
 
PLANNED PERIODIC PREMIUMS
    You may  choose  a  Planned  Periodic Premium  schedule  which  indicates  a
preference  as to future amounts and  frequency of payment. The Planned Periodic
Premiums may be paid annually, semi-annually,  quarterly or, if you choose,  you
can  pay  the Planned  Periodic Premiums  by bank  account monthly  deduction or
government allotment.
 
    The amount and frequency  of your initial Planned  Periodic Premium will  be
shown  in the Policy. You may change the Planned Periodic Premium at any time by
written request. We may limit the amount of any increase.
 
    As mentioned above, the amount and frequency of premium payments will affect
Accumulation Value, Cash Surrender Value, and how long the Policy will remain in
force. Failure to make any Planned  Periodic Premium payment will not,  however,
necessarily  result in lapse  of the Policy.  On the other  hand, making Planned
Periodic Premium payments will not guarantee  that the Policy remains in  force.
See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement".
 
UNSCHEDULED ADDITIONAL PREMIUMS
    Premiums,  other than  Planned Periodic  Premiums, may  be paid  at any time
while the  Policy is  in force.  We may  limit the  number and  amount of  these
additional payments.
 
PAYING PREMIUMS BY MAIL
    Planned Periodic Premiums and Unscheduled Additional Premiums may be paid to
the Company by mailing them to:
 
   
    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  during the  Death Benefit Guarantee  Period even  if the  Cash
Surrender  Value is not sufficient  to cover the Monthly  Deduction that is due.
This feature of the  Policy is called the  "Death Benefit Guarantee". The  Death
Benefit  Guarantee Period is the first five Policy Years for issue ages 0-59 and
the first four Policy Years for issue ages 60-75.
 
    In general,  the  two  most  significant benefits  from  the  Death  Benefit
Guarantee  are  as  follows. First,  during  the  early Policy  Years,  the Cash
Surrender Value  (even  when  supplemented  by the  Sales  Charge  Refund)  will
generally  not be sufficient to  cover the Monthly Deduction,  so that the Death
Benefit Guarantee will be  necessary to avoid lapse  of the Policy. See  "Policy
Lapse  and  Reinstatement". This  occurs  because the  Surrender  Charge usually
exceeds the Accumulation Value  in these years. Second,  to the extent the  Cash
Surrender  Value declines during the Death  Benefit Guarantee Period due to poor
investment performance,  or  due  to  an additional  Surrender  Charge  after  a
requested  increase, the Cash Surrender Value may not be sufficient to cover the
Monthly Deduction, so that the Death Benefit Guarantee may also be necessary  to
avoid lapse of the Policy. THUS, EVEN THOUGH THE POLICY PERMITS PREMIUM PAYMENTS
THAT ARE LESS THAN THE
 
                                       24
<PAGE>
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
$100  per month. No  Policy loans or  partial withdrawals are  taken and no Face
Amount changes have occurred.
    
 
    Case 1. You pay $100 each month. The Death Benefit Guarantee is maintained.
 
   
    Case 2. You pay $1,000 on  January 1, 1997. The  $1,000 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 $100  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  the Insured's sex, Age  at issue, Rate Class,
optional insurance benefits added by rider, and the initial Face Amount.
 
    The following Policy changes may change the Minimum Monthly Premium:
 
    - A requested increase or decrease in the Face Amount (see "Death Benefit --
      Requested Changes in Face Amount").
 
    - A change in  the Death  Benefit Option (see  "Death Benefit  -- Change  in
      Death Benefit Option").
 
    - The  addition or termination of a Policy rider (see "General Provisions --
      Optional Insurance Benefits").
 
    We will notify you in writing of any changes in the Minimum Monthly Premium.
 
    If, as of  any Monthly  Anniversary, you  have not  made sufficient  premium
payments to maintain the Death Benefit Guarantee, we will send you notice of the
premium  payment required  to maintain  it. If  we do  not receive  the required
premium payment within 61 days  from the date of  our notice, the Death  Benefit
Guarantee will terminate. THE DEATH BENEFIT GUARANTEE CANNOT BE REINSTATED.
 
    Even  if  the  Death  Benefit  Guarantee  terminates,  the  Policy  will not
necessarily lapse. For a discussion of the circumstances under which the  Policy
may lapse, see "Policy Lapse and Reinstatement".
 
ACCUMULATION VALUE
 
    The  Accumulation Value of the Policy (that is, the total value attributable
to a specific Policy in the Variable Account and the Fixed Account) is equal  to
the  sum  of the  Variable Accumulation  Value (the  amount attributable  to the
Variable Account) plus the Fixed Accumulation Value (the amount attributable  to
the Fixed Account). The Accumulation Value should be distinguished from the Cash
Surrender  Value that would actually be paid  to you upon total surrender of the
Policy, which is the Accumulation Value  less any Surrender Charge, Loan  Amount
and  unpaid Monthly Deductions. See "Surrender Benefits -- Total Surrender". The
Accumulation Value  should also  be  distinguished from  the Cash  Value,  which
determines  the amount available for Policy loans, and is the Accumulation Value
less any Surrender  Charge. See  "Policy Loans."  (During the  first two  Policy
Years and the first two years following a requested increase in Face Amount, you
may also be entitled to a Sales Charge Refund. See "Sales Charge Refund".)
 
    The  Variable Accumulation  Value will increase  or decrease  to reflect the
investment performance  of  the Funds  in  which Sub-Accounts  of  the  Variable
Account  have  been  invested.  The Variable  Accumulation  Value  will  also be
increased  by  (a)   any  Net   Premiums  credited  to   the  Variable   Account
 
                                       25
<PAGE>
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 the Fixed  Account, (b) any interest  credited to the Fixed  Account
(determined  at our discretion, but guaranteed not  to be less than 4%), and (c)
any  amounts  transferred  from  the  Variable  Account  to  the  Fixed  Account
(including amounts transferred to the Fixed Account as security for Policy loans
- --  see "Policy Loans"). The Fixed Accumulation Value will be reduced by (a) the
Monthly Deduction attributable  to the  Fixed Account,  (b) partial  withdrawals
from  the  Fixed  Account,  (c)  any  transfer  and  partial  withdrawal charges
attributable to the  Fixed Account,  and (d)  any amounts  transferred from  the
Fixed Account to the Variable Account.
 
    For  a detailed  discussion of  the calculation  of Accumulation  Value, see
Appendix B. An illustration of  various Accumulation Values, Surrender  Charges,
Cash  Surrender Values, and Death Benefits, assuming different levels of premium
payments and various investment returns for  selected Ages and Face Amounts,  is
shown in Appendix C.
 
DEDUCTIONS AND CHARGES
 
    Charges  will be deducted in connection with the Policy to compensate us for
(a) providing the insurance benefits of  the Policy (including any riders),  (b)
administering  the Policy,  (c) assuming  certain risks  in connection  with the
Policy, and (d) incurring expenses in distributing the Policy.
 
   
    Some of these charges are deducted from each premium payment. Certain  other
charges  are  deducted monthly  from  both the  Fixed  Account and  the Variable
Account, or from  the Variable  Account only.  A charge  is also  made for  each
partial withdrawal and a charge may be made for each transfer.
    
 
PREMIUM EXPENSE CHARGE
    We  deduct a sales charge  and a charge for  premium taxes from each premium
payment. We  may in  the future  deduct a  premium processing  charge from  each
premium  payment although  we currently  do not make  this charge.  The total of
these charges is called the Premium  Expense Charge. The amount remaining  after
we  have deducted the Premium Expense Charge  is called the Net Premium. The Net
Premium is  then credited  to the  Fixed  Account and  the Sub-Accounts  of  the
Variable Account according to your allocation.
 
    SALES CHARGE. A sales charge (guaranteed not to exceed 2.50% of each premium
payment  for the duration of  the Policy) will be  deducted to compensate us for
expenses  relating  to  the  distribution  of  the  Policy,  including   agents'
commissions,  advertising,  and  the  printing  of  the  prospectuses  and sales
literature for new  and prospective buyers  of this policy.  Currently, a  sales
charge  of 2.50% of each premium payment is deducted during the first ten Policy
Years and a sales charge  of .50% is currently  deducted after the tenth  Policy
Year.  In addition,  we may  charge a  contingent deferred  sales charge  if you
surrender the  Policy or  the  Policy lapses.  See  "Deductions and  Charges  --
Surrender Charge".
 
    PREMIUM TAX CHARGE. Various states and subdivisions impose a tax on premiums
received  by  insurance companies.  Premium taxes  vary from  state to  state. A
charge of 2.50% of each  premium payment will be  deducted by us. The  deduction
represents  an amount  we consider  necessary to  pay all  taxes imposed  by the
states and any subdivisions.
 
   
    PREMIUM PROCESSING CHARGE. We may make a  charge of up to $2.00 per  premium
payment  to reimburse  us for  the cost  of collecting  and processing premiums,
although we currently  make no such  charge. If a  premium processing charge  is
made, it will be deducted from premium payments before the percentage deductions
for sales charge and premium taxes.
    
 
MONTHLY DEDUCTION
    We  deduct the  charges described below  from the Accumulation  Value of the
Policy on a  monthly basis. The  total of  these charges is  called the  Monthly
Deduction.
 
    The  Monthly Deduction will be deducted on each Monthly Anniversary from the
Fixed Account and the  Sub-Accounts of the Variable  Account on a  proportionate
basis depending on their relative
 
                                       26
<PAGE>
Accumulation Values at that time. For purposes of determining these proportions,
the  Fixed Accumulation Value is reduced by the Loan Amount. Because the cost of
insurance portion of  the Monthly Deduction  can vary from  month to month,  the
Monthly Deduction itself will vary in amount from month to month.
 
   
    If  the Cash Surrender Value plus any  Sales Charge Refund is not sufficient
to cover the Monthly  Deduction on a Monthly  Anniversary 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 an Insured may affect the cost of insurance. A Rate  Class
is  a group of Insureds  we determine based upon  our expectation that they will
have similar mortality  experience. We  currently place  Insureds into  standard
Rate  Classes or into  substandard Rate Classes that  involve a higher mortality
risk. In an otherwise  identical Policy, an Insured  in the standard Rate  Class
will  have a lower cost of insurance than an Insured in a Rate Class with higher
mortality risks.
 
    If there is an increase in the Face Amount and the Rate Class applicable  to
the  increase is different  from that for  the initial Face  Amount or any prior
requested increases in Face  Amount, the net amount  at risk will be  calculated
separately  for each Rate Class.  For purposes of determining  the net amount at
risk for each Rate  Class, the Accumulation  Value will first  be assumed to  be
part  of the initial Face Amount. If  the Accumulation Value is greater than the
initial Face Amount,  it will then  be assumed to  be part of  each increase  in
order, starting with the first increase.
 
    Cost of insurance rates will be based on the sex, Issue Age, Policy Year and
Rate  Class(es) of the Insured. The actual  monthly cost of insurance rates will
reflect our expectations  as to future  experience. They will  not, however,  be
greater  than the guaranteed cost of insurance  rates shown in the Policy, which
are based  on the  Commissioner's 1980  Standard Ordinary  Mortality Tables  for
smokers or nonsmokers, respectively.
 
   
    MONTHLY ADMINISTRATIVE CHARGE. Each month we deduct an administrative charge
of  $8.25  which is  guaranteed not  to  exceed $12.00  each month.  This charge
reimburses us  for  expenses  incurred  in administering  the  Policy,  such  as
processing  claims,  maintaining records,  making  Policy changes,  printing and
mailing prospectuses and  annual and  semi-annual reports to  Policy owners  and
communicating  with you  and other  owners of  Policies. Because  this charge is
intended to  cover  the  average anticipated  administrative  expenses  for  all
Policies, however, there is not necessarily a relationship between the amount of
this  charge  for  a  given  Policy  and the  amount  of  expenses  that  may be
attributable to that Policy.
    
 
   
    MONTHLY MORTALITY AND EXPENSE  RISK CHARGE. Each month  during the first  10
Policy  Years we will deduct a  charge at an annual rate  of .90 of 1% (.90%) of
the Variable Accumulation  Value of the  Policy. Each month  thereafter we  will
deduct  a  charge  at  an annual  rate  of  .30  of 1%  (.30%)  of  the Variable
Accumulation Value guaranteed not to exceed .60 of 1% (.60%) for the duration of
the Policy.
    
 
    The mortality risk assumed is that Insureds may live for a shorter period of
time than we estimated  and that, as a  result, we would have  to pay a  greater
amount  in Death Benefits than we collect  in premium payments. The expense risk
assumed is that expenses incurred in  issuing and administering the Policy  will
be greater than we estimated.
 
    OPTIONAL  INSURANCE BENEFIT  CHARGES. Each month  we deduct  charges for any
optional  insurance  benefits  added  to  the  Policy  by  rider.  See  "General
Provisions -- Optional Insurance Benefits".
 
SURRENDER CHARGE
 
    GENERAL.  During the  first 15  Policy Years and  during the  first 15 years
following any requested increase in Face  Amount, we make a Surrender Charge  if
you  surrender the  Policy or  the Policy lapses.  The Surrender  Charge has two
parts   --   The   Contingent    Deferred   Administrative   Charge   and    the
 
                                       27
<PAGE>
Contingent  Deferred Sales Charge which are determined separately. The Surrender
Charge will not be affected by any decrease  in Face Amount or by any change  in
Face Amount resulting from a change in the Death Benefit Option.
 
    The  Surrender  Charge  imposed  upon  early  surrender  or  lapse  will  be
significant. As a  result you  should purchase  a Policy  only if  you have  the
financial capability to keep it in force for a substantial period of time.
 
   
    The  Contingent Deferred  Administrative Charge  reimburses us  for expenses
incurred in issuing the  Policy, such as  processing the application  (primarily
underwriting)  and setting up computer records.  Because this charge is intended
to cover the average anticipated issue expenses for all Policies, however, there
is not necessarily a relationship between the amount of this charge for a  given
Policy and the amount of expenses that may be attributable to that Policy.
    
 
    The Contingent Deferred Sales Charge compensates us for expenses relating to
the  distribution of the Policy, including agents' commissions, advertising, and
the printing of the prospectus and sales literature for new sales of the Policy.
 
    CONTINGENT DEFERRED ADMINISTRATIVE CHARGE.  The maximum Contingent  Deferred
Administrative  Charge for the initial Face  Amount or any requested increase in
Face Amount is determined  on the Policy  Date or on the  effective date of  any
requested  increase  in Face  Amount respectively.  The  maximum charge  for the
initial Face Amount during the  first five Policy Years  is $5.00 per $1,000  of
Face  Amount, which  decreases thereafter in  equal monthly  increments until it
becomes zero at the  end of the  15 year period. For  any requested increase  in
Face  Amount, an additional Contingent  Deferred Administrative Charge begins at
zero, increases in equal monthly increments  until it reaches the maximum  after
three years, and then remains level for the next two years. Beginning five years
after  the effective  date of the  increase, the  additional Contingent Deferred
Administrative Charge reduces in equal monthly increments unitl it becomes  zero
at the end of 15 years.
 
    The Contingent Deferred Administrative Charge for the initial Face Amount or
a  requested increase in Face Amount can  be determined by multiplying (a) $5.00
by (b) the initial Face Amount or the  Face Amount of the increase, as the  case
may  be,  and  by  (c)  the  applicable  percentage  from  the  Surrender Charge
Percentage Table shown on page 29, and then dividing this amount by 1000.
 
    For example,  assume that  an Insured  buys a  Policy with  an initial  Face
Amount  of $200,000. If the Policy is surrendered  at any time in the first five
Policy Years, the  Contingent Deferred  Administrative Charge  is calculated  by
multiplying (a) $5.00 by (b) $200,000 (the initial Face Amount), and by (c) 100%
(the applicable percentage from the Surrender Charge Percentage Table), and then
dividing  by 1000. This results in  a total of $1,000 ($5.00  X 200,000 X 100% /
1000).
 
    The calculation of the additional Contingent Deferred Administrative  Charge
for  a requested  increase in Face  Amount is the  same as for  the initial Face
Amount, except that (a) the charges are based on the amount of the increase, (b)
the years and months are measured from  the effective date of the increase,  and
(c) different surrender percentage factors apply.
 
    CONTINGENT  DEFERRED  SALES CHARGE.  The  maximum Contingent  Deferred Sales
Charge for the initial Face Amount or any requested increase in Face Amount will
be determined on  the Policy  Date or  on the  effective date  of any  requested
increase  respectively.  For the  initial Face  Amount, the  Contingent Deferred
Sales Charge will remain level for the first five years in the relevant 15  year
period,  and then reduces in  equal monthly increments until  it becomes zero at
the end of 15 years.  For any requested increase  in Face Amount, an  additional
Contingent  Deferred Sales  Charge begins  at zero,  increases in  equal monthly
increments until it  reaches the  maximum after  three years,  and then  remains
level  for the next two years. Beginning  five years after the effective date of
the increase, the additional Contingent  Deferred Sales Charge reduces in  equal
monthly  increments until it becomes zero at the end of 15 years. The Contingent
Deferred Sales Charge will vary depending upon the Insured's Age (on the  Policy
Date  or on the effective date of an  increase in Face Amount) and the Insured's
sex.
 
    If you surrender the Policy during the first two Policy Years or during  the
first  24  months following  a requested  increase  in Face  Amount, you  may be
entitled to a refund of a portion  of the Contingent Deferred Sales Charge.  See
"Sales Charge Refund".
 
                                       28
<PAGE>
    The Contingent Deferred Sales Charge will be equal to the lesser of:
 
        (a)  47.50% of the  premiums attributable to the  initial Face Amount of
            the Policy  and any  premiums attributable  to an  increase in  Face
            Amount; or
 
        (b)  The  result of  the  Contingent Deferred  Sales  Charge calculation
            described below.
 
    CONTINGENT DEFERRED SALES CHARGE CALCULATION.   For purposes of (b).  above,
the  Contingent  Deferred  Sales  Charge  for the  initial  Face  Amount  or any
requested  increase  in  Face  Amount  is  determined  by  multiplying  (i)  the
applicable  Charge per $1,000 of Face Amount from Appendix D by (ii) the Initial
Face Amount or the Face Amount of the increase, as applicable, and by (iii)  the
applicable  percentage from  the Surrender Charge  Percentage Table  on the next
page, and then dividing this amount by 1000.
 
    EXAMPLE.   The following  example illustrates  how the  Contingent  Deferred
Sales  Charge is determined.  Assume that a male,  Age 35 buys  a policy with an
initial Face Amount of  $200,000 and he surrenders  the Policy during the  third
Policy  Year at which time  he has paid cumulative  premiums of $4,000. Based on
these assumptions the Contingent Deferred Sales Charge will be the lesser of:
 
        (a) 47.50% times the  cumulative premiums paid on  the Policy, which  is
            $1,900 (47.50 X $4,000); or
 
        (b)  The  result of  the Contingent  Deferred Sales  Charge calculation,
            which is determined by multiplying (i) $14.00 (from Appendix D for a
            male age 35) by (ii) $200,000 (the Initial Face Amount) and by (iii)
            100% (the applicable percentage from the Surrender Charge Percentage
            Table), and  then dividing  by 1000,  which results  in a  total  of
            $2,800 ($14.00 X 200,000 X 100% / 1000).
 
    The  additional Contingent Deferred Sales  Charge for requested increases in
Face Amount will be calculated in the same manner as illustrated in the  example
above.  However, for  purposes of  determining the  amount in  (a) in  the above
example, the cumulative premium paid is replaced by the premiums attributable to
the increase in Face Amount. The premiums attributable to the requested increase
will consist of a defined proportion  of the existing Accumulation Value on  the
date  of the  increase, plus  an equal proportion  of all  premium payments made
after the effective date of the  increase. The defined proportion is  determined
by  dividing (a) the  Surrender Charge Guideline for  the requested increase, by
(b) the sum of the Surrender Charge  Guidelines for the Initial Face Amount  and
each requested increase in Face Amount.
 
    The  Surrender Charge Guideline for the initial Face Amount or any requested
increase in  Face  Amount  is  determined  by  multiplying  (i)  the  applicable
Guideline per $1,000 from Appendix E by (ii) the Initial Face Amount or the Face
Amount of the increase, as applicable, and then dividing this amount by 1000.
 
    Referring  to the immediately preceding example, assume a male age 35 has an
Initial Face Amount of  $200,000 and makes a  requested increase of $100,000  at
age  45. The Surrender Charge Guideline for the requested increase is determined
by multiplying (i) $45.09 (from Appendix E  for a male Age 45) by (ii)  $100,000
(the  requested  increase amount)  and then  dividing by  1000. This  results in
$4,509 ($45.09 x 100,000/1000). The  Surrender Charge Guideline for the  initial
Face  Amount is determined by multiplying (i) $27.96 (from Appendix E for a male
age 35) by (ii) $200,000  (the initial Face Amount)  and then dividing by  1000.
This  results in $5,592  ($27.96 x 200,000/1000). The  defined proportion of the
existing Accumulation Value and subsequent premium payments attributable to  the
requested  increase is determined  by dividing (a)  $4,509 (the Surrender Charge
Guideline for the requested increase), by (b) ($5,592 and $4,509) (the Surrender
Charge Guideline for the  Initial Face Amount and  all requested increases),  or
44.64%.
 
    MASSACHUSETTS,  MONTANA AND PENNSYLVANIA  RESIDENTS. Appendices C,  D, E and
the preceding illustrations of the Contingent Deferred Sales Charge do not apply
to policies issued  in Massachusetts, Montana  and Pennsylvania. The  Contingent
Deferred Sales Charge applied to Policies issued in Massachusetts and Montana is
not  affected by  the Insured's  sex. Therefore,  the Contingent  Deferred Sales
Charge made on Policies issued in these  two states will differ from the  charge
made  in other states.  In Pennsylvania, the  Insured's sex will  be a factor in
determining the amount of Contingent Deferred Sales Charge applied to a  Policy,
but the charge will differ from the charge described in the above illustration.
 
                                       29
<PAGE>
                       SURRENDER CHARGE PERCENTAGE TABLE
 
   
<TABLE>
<CAPTION>
                                   The following
                                 percentages of the
                              Surrender Charge will be
                                    payable for:
If surrender or lapse occurs   Initial
in the last month of Policy      Face     Face Amount
           Year:*               Amount     Increases
- ----------------------------  ----------  ------------
<S>                           <C>         <C>
             1                   100%         33%
             2                   100%         67%
             3                   100%         100%
             4                   100%         100%
             5                   100%         100%
             6                   90%          90%
             7                   80%          80%
             8                   70%          70%
             9                   60%          60%
             10                  50%          50%
             11                  40%          40%
             12                  30%          30%
             13                  20%          20%
             14                  10%          10%
        15 and later              0%           0%
</TABLE>
    
 
 *For requested increases, years are measured from the date of the increase.
 
**The  percentages reduce equally for each  Policy Month during the years shown.
  For example, during the  seventh Policy Year,  the percentage reduces  equally
  each  month from 90% at the end of the  sixth Policy Year to 80% at the end of
  the seventh Policy Year.
 
   
PARTIAL WITHDRAWAL AND TRANSFER CHARGES
    
    We currently  make no  charge for  transfers and  a $10.00  charge for  each
partial  withdrawal.  These  charges are  guaranteed  not to  exceed  $25.00 per
transfer or  partial  withdrawal for  the  duration of  the  Policy. We  do  not
anticipate that we will make a profit on these charges. The transfer charge will
not  be imposed  on transfers  that occur  as a  result of  Policy loans  or the
exercise of conversion rights.
 
REDUCTION OF CHARGES
    Any of the charges under the Policy, as well as the minimum Face Amount  set
forth  in this Prospectus, may be  reduced because of special circumstances that
result in  lower  sales, administrative,  or  mortality expenses.  For  example,
special   circumstances  may  exist  in   connection  with  group  or  sponsored
arrangements, sales  to  our  policyholders or  those  of  affiliated  insurance
companies,  or sales to employees or clients  of members of our affiliated group
of insurance companies. The  amount of any reductions  will reflect the  reduced
sales effort and administrative costs resulting from, or the different mortality
experience  expected as a result of,  the special circumstances. Reductions will
not be unfairly discriminatory against any person, including the affected Policy
owners and owners of all other policies funded by the Variable Account.
 
                                       30
<PAGE>
SALES CHARGE REFUND
 
    During the first  two Policy  Years and during  the first  24 Policy  Months
following the effective date of any requested increase in Face Amount, we may be
required  to refund  a portion  of the Contingent  Deferred Sales  Charge if you
surrender the Policy. This refund is called the Sales Charge Refund.
 
    Any amount used in the calculation described below will be determined on the
effective date of surrender.
 
    INITIAL FACE  AMOUNT. If  the Policy  is surrendered  during the  first  two
Policy  Years, a Sales Charge  Refund will be made to  the extent that the total
sales charge deducted (the sales charge  deducted from each premium payment  and
the Contingent Deferred Sales Charge) exceeds (i) 30% of actual premium payments
made  during the  first Policy  Year up  to the  amount of  the Surrender Charge
Guideline (see below) for the  initial face amount, plus  (ii) 9% of any  actual
premium  payments made that  exceed (i). In  addition, the amount  of the refund
will never decrease as the result of the payment of a premium. After the  second
Policy  Year, there is no  Sales Charge Refund with  respect to the initial Face
Amount.
 
    As  described  above,  the  Sales  Charge  Refund  is  calculated  based  on
percentages of premium payments. While the total sales charge deducted under the
Policy  is not based solely on premium payments, it is possible to translate the
total sales charge into a percentage of premium payments. In general, the  total
sales  charge deducted (before calculating the  Sales Charge Refund) will be 50%
of each premium payment until premium payments reach a certain level. The  level
ranges  from approximately 35% of a Surrender Charge Guideline for a male age 0,
up to approximately 111% of a Surrender Charge Guideline for a male age 40,  and
down  to approximately 44%  of a Surrender  Charge Guideline for  a male age 75.
After premium payments reach this level, the total sales charge will equal 2.50%
of each additional premium payment. During  the two Policy Years when the  Sales
Charge Refund applies, however, the total sales charge will be limited to 30% of
actual  first  year premium  payments up  to  the amount  of a  Surrender Charge
Guideline, 9% of actual  premium payments until payments  reach the level  where
the  total sales  charge drops  to 2.50%,  and 2.50%  of any  additional premium
payments beyond that level.  If you have any  questions regarding the amount  of
your Sales Charge Refund, please call us.
 
    Due  to the Sales Charge Refund, the total sales charge for the initial Face
Amount will be significantly  less if a Policy  is surrendered during the  first
two Policy Years rather than shortly thereafter.
 
    The  Surrender Charge Guideline  will equal the  amount obtained by dividing
the Face Amount or the  amount of the increase, as  the case may be, by  $1,000,
and multiplying the result by the applicable factor from Appendix E.
 
    REQUESTED  INCREASES IN FACE  AMOUNT. If you cancel  a requested increase in
Face Amount during the first 24 Policy Months following the increase (but  after
the  free  look period  -- see  "Free Look  and Conversion  Rights --  Free Look
Rights"), and the Policy is surrendered  at any time thereafter, a Sales  Charge
Refund  will be made to the extent that  the total sales charge for the increase
(the sales charge  deducted from  the portion  of premiums  attributable to  the
increase  and the Contingent Deferred Sales Charge for the increase) exceeds (i)
30% of  the  premiums attributable  to  the increase  in  the 12  Policy  Months
following  the increase up to  the amount of the  Surrender Charge Guideline for
the increase (see immediately preceding paragraph), plus (ii) 9% of any premiums
attributable to the  increase that exceed  (i). In addition,  the amount of  the
refund  will never  decrease as  the result  of the  payment of  a premium. This
refund is  only available  if the  increase is  cancelled within  the 24  Policy
Months following its effective date, and the Policy is subsequently surrendered.
No refund is available if the increase is cancelled after the 24-month period.
 
    Calculating  total sales charge deducted for  an increase as a percentage of
premiums attributable to  the increase  is, in  general, the  same as  described
above  for the initial  Face Amount. Thus,  due to the  Sales Charge Refund, the
total sales charge for a requested increase in Face Amount may be  significantly
less  if  the increase  is cancelled  during the  24-month period  following the
increase rather than shortly thereafter. If you have any questions regarding the
amount of your Sales Charge Refund, please call us.
 
    For the purposes of  the preceding paragraph,  the premiums attributable  to
the increase will be determined as described in the section entitled "Deductions
and Charges -- Surrender Charge --
 
                                       31
<PAGE>
Calculation of Contingent Deferred Sales Charge", which means that, in effect, a
proportionate amount of the existing Accumulation Value on the effective date of
the  increase  will be  deemed to  be a  premium payment  for the  increase, and
subsequent premium payments will be prorated.
 
    EFFECT OF SALES CHARGE  REFUND. The Sales Charge  Refund will be applied  to
maintain  the Policy in force  when the Cash Surrender  Value is insufficient to
cover the Monthly Deduction. If the  remaining Sales Charge Refund (not  already
applied  to  keep the  Policy in  force)  is insufficient  to cover  the Monthly
Deduction, this  remaining Sales  Charge Refund  may be  applied for  the  grace
period  under the Policy. See "Policy Lapse and Reinstatement". Any Sales Charge
Refund not so applied will  be refunded to you upon  the total surrender of  the
Policy.
 
POLICY LAPSE AND REINSTATEMENT
 
    LAPSE.  Unlike traditional  life insurance policies,  the failure  to make a
Planned Periodic Payment will not  by itself cause the  Policy to lapse. If  the
Death  Benefit Guarantee is not in effect, the  Policy will lapse only if, as of
any Monthly Anniversary, the Cash Surrender  Value plus any Sales Charge  Refund
is  less than the Monthly  Deduction due, and a grace  period of 61 days expires
without a sufficient payment. If (during the first two Policy Years or the first
24 Policy Months  after a requested  increase in Face  Amount) there exists  any
Sales  Charge Refund  (see "Sales Charge  Refund") sufficient  to supplement the
Cash Surrender Value so as to cover the Monthly Deduction, then the Sales Charge
Refund will be applied by  us to keep the Policy  in force. The amount of  Sales
Charge  Refund  available  for  such  application  is  reduced  on  each Monthly
Anniversary as so applied. Any payment made by you after we have kept the Policy
in force in this  manner will first be  used to reimburse us  for the amount  of
Sales Charge Refund so applied.
 
    During  the  early  Policy  Years,  the  Cash  Surrender  Value  (even  when
supplemented by the  Sales Charge Refund)  will generally not  be sufficient  to
cover the Monthly Deduction, so that premium payments sufficient to maintain the
Death  Benefit Guarantee  will be  required to  avoid lapse.  See "Death Benefit
Guarantee".
 
    The Policy does not lapse, and  the insurance coverage continues, until  the
expiration of a 61-day grace period which begins on the date we send you written
notice  indicating that the Cash Surrender Value plus any Sales Charge Refund is
less than the Monthly Deduction due. Our written notice to you will indicate the
amount of the  payment required  to avoid lapse.  Failure to  make a  sufficient
payment  within the  grace period  will result  in lapse  of the  Policy without
value.
 
    As discussed above,  any Sales  Charge Refund will  be applied  to keep  the
Policy  in  force  when  the  Cash Surrender  Value  is  less  than  the Monthly
Deduction. When a total surrender of the Policy is requested after the start  of
a  grace period, any remaining Sales Charge  Refund (not already applied to keep
the Policy in force) will be so  applied for the grace period, and  consequently
not  refunded, unless  the surrender  request is received  by us  within 30 days
after we  mail the  grace period  notice to  you. If  such a  request is  timely
received,  you will be  refunded an amount  equal to any  unapplied Sales Charge
Refund that existed as  of the Monthly Anniversary  on which the Cash  Surrender
Value  deficiency causing  the grace period  notice occurred,  plus any unearned
prepaid loan interest as of such Monthly Anniversary.
 
    If the Insured dies during the grace period, the proceeds payable will equal
the amount of the Death Benefit on  the Valuation Date on or next following  the
date  of the Insured's death, reduced by  any Loan Amount and any unpaid Monthly
Deductions.
 
    If the Death Benefit Guarantee is in  effect, we will not lapse the  Policy.
See "Death Benefit Guarantee".
 
    REINSTATEMENT.  Reinstatement means putting  a lapsed Policy  back in force.
You may reinstate a lapsed Policy by written request any time within five  years
after it has lapsed if it has not been surrendered for its Cash Surrender Value.
 
    To  reinstate  the  Policy  and  any  riders  you  must  submit  evidence of
insurability satisfactory to us and you must pay a premium large enough to  keep
the Policy in force for at least two months.
 
    The  Death  Benefit  Guarantee  cannot  be  reinstated.  See  "Death Benefit
Guarantee".
 
SURRENDER BENEFITS
 
    Subject to certain limitations, you may make a total surrender of the Policy
or a partial withdrawal  of the Policy's  Cash Surrender Value  by sending us  a
written request. The amount available for a total
 
                                       32
<PAGE>
surrender  or partial withdrawal will be determined  at the end of the Valuation
Period during which your written request  is received. Any amounts payable  from
the  Variable Account upon total surrender  or partial withdrawal will generally
be paid within seven  days of receipt of  your written request. Postponement  of
payments  may, however, occur in  certain circumstances. See "General Provisions
- -- Postponement of Payments".
 
TOTAL SURRENDER
    By making a written request,  you may surrender the  Policy at any time  for
its  Cash Surrender Value plus any Sales Charge Refund. The Cash Surrender Value
is the Accumulation Value  of the Policy reduced  by any Surrender Charge,  Loan
Amount and unpaid Monthly Deductions. If the Cash Surrender Value at the time of
a  surrender  exceeds  $25,000, the  written  request must  include  a Signature
Guarantee. An  illustration  of  Accumulation Values,  Surrender  Charges,  Cash
Surrender  Values,  and  Death  Benefits assuming  different  levels  of premium
payments and investment returns for selected Ages and Face Amounts, is shown  in
Appendix C.
 
PARTIAL WITHDRAWAL
    After the first Policy Year, you may also withdraw part of the Policy's Cash
Surrender  Value by sending us a written  request. If the amount being withdrawn
exceeds $25,000, the written  request must include  a Signature Guarantee.  Only
one partial withdrawal is allowed in any Policy Year. We currently make a $10.00
charge  for each  partial withdrawal.  This charge  is guaranteed  not to exceed
$25.00 for  each partial  withdrawal.  See "Deductions  and Charges  --  Partial
Withdrawal  and Transfer Charges". The amount  of any partial withdrawal must be
at least $500 and, during the first 15 Policy Years, may not be more than 20% of
the Cash Surrender Value on the date we receive your written request.
 
    Unless you specify a different allocation, we make partial withdrawals  from
the   Fixed  Account  and  the  Sub-Accounts   of  the  Variable  Account  on  a
proportionate basis based upon the Accumulation Value. These proportions will be
determined at the end of the Valuation Period during which your written  request
is received. For purposes of determining these proportions, any outstanding Loan
Amount is first subtracted from the Fixed Accumulation Value.
 
    EFFECT OF PARTIAL WITHDRAWALS. The Accumulation Value will be reduced by the
amount  of any partial withdrawal. The Death Benefit will also be reduced by the
amount of the  withdrawal, or, if  the Death  Benefit is based  on the  corridor
percentage of Accumulation Value (see "Death Benefit -- Death Benefit Options"),
by  an amount equal to  the corridor percentage times  the amount of the partial
withdrawal.
 
    If the Level Amount Option is in effect, the Face Amount will be reduced  by
the  amount of the  partial withdrawal. When  increases in the  Face Amount have
occurred previously, we  reduce the  current Face Amount  by the  amount of  the
partial withdrawal in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
    (b) The next most recent increases successively; and
 
    (c) The Face Amount when the policy was issued.
 
    (This  assumption also applies to requested  decreases in Face Amount -- see
"Death Benefit -- Requested Changes in Face Amount".) Thus, partial  withdrawals
may  affect the way in which the cost  of insurance is calculated and the amount
of pure insurance protection under the  Policy. See "Death Benefit --  Requested
Changes  in  Face Amount",  "Deductions and  Charges  -- Monthly  Deduction" and
"Death Benefit -- Insurance Protection".
 
    We do not  allow a partial  withdrawal if  the Face Amount  after a  partial
withdrawal would be less than the Minimum Face Amount.
 
    If  the Variable Amount Option  is in effect, a  partial withdrawal does not
affect the Face Amount.
 
    A partial withdrawal  may also cause  the termination of  the Death  Benefit
Guarantee  because the  amount of  the partial  withdrawal is  deducted from the
total premiums paid in calculating whether sufficient premiums have been paid in
order to maintain the Death Benefit Guarantee.
 
    Like partial withdrawals, Policy loans are a means of withdrawing funds from
the Policy. See "Policy Loans". A partial  withdrawal or a Policy loan may  have
tax  consequences depending on the circumstances of such withdrawal or loan. See
"Federal Tax Matters -- Policy Proceeds".
 
                                       33
<PAGE>
TRANSFERS
 
    You may transfer all or part of the Variable Accumulation Value between  the
Sub-Accounts  or to the Fixed Account subject  to any conditions the Funds whose
shares are involved may impose. Transfer requests must be in writing unless  you
have  completed a telephone transfer authorization  form. You may also direct us
to automatically  make periodic  transfers under  the Dollar  Cost Averaging  or
Portfolio Rebalancing services as described below.
 
    To  transfer  all  or  part  of  the  Variable  Accumulation  Value  from  a
Sub-Account, Accumulation Units are redeemed and their values are reinvested  in
other  Sub-Accounts, or the Fixed Account, as  directed in your request. We will
effect transfers, and determine all values in connection with transfers, at  the
end  of the  Valuation Period  during which we  receive your  request, except as
otherwise specified  for  the Dollar  Cost  Averaging or  Portfolio  Rebalancing
services.  With respect  to future Net  Premium payments,  however, your current
premium allocation  will remain  in effect  unless (i)  you have  requested  the
Portfolio  Rebalancing service, or (ii) you are transferring all of the Variable
Accumulation Value from the Variable Account to the Fixed Account in exercise of
conversion rights. See "Free Look and Conversion Rights -- Conversion Rights".
 
    Transfers from the Fixed Account to the Variable Account are subject to  the
following  additional restrictions: (i) your transfer request must be postmarked
no more than 30  days before or  after the Policy Anniversary  in any year,  and
only  one transfer is permitted during this period, (ii) no more than 50% of the
Fixed Accumulation Value, less  any Loan Amount, may  be transferred unless  the
balance,  after the transfer, would be less than $1,000, in which event the full
Fixed Accumulation Value, less  any Loan Amount, may  be transferred, and  (iii)
you  must transfer at least  the lesser of $500  or the total Fixed Accumulation
Value, less any Loan Amount. See Appendix  A. Some of these restrictions may  be
waived for transfers due to the Portfolio Rebalancing service.
 
   
    TELEPHONE/FAX TRANSFER REQUESTS. You may request a transfer by telephone/fax
on  any Valuation Date after you complete a telephone/fax 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/fax  transfer instructions  that  are received  and,  if by
telephone, are  recorded  on  voice  recording  equipment.  If  a  telephone/fax
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. Any requests  via fax are considered telephone
requests  and  are  bound  by  the  conditions  in  the  telephone/fax  transfer
authorization  form you sign. Any fax  request should include your name, daytime
telephone number, Policy number and, in the case of transfers, the names of  the
Sub-Accounts  from  which  and  to  which  money  will  be  transferred  and the
allocation percentage.  We will  employ reasonable  procedures to  confirm  that
instructions  communicated by telephone are genuine. In the event that we do not
employ such procedures, we may be liable  for any losses due to unauthorized  or
fraudulent  instructions. Such  procedures may include,  among others, requiring
forms  of   personal  identification   prior   to  acting   upon   telephone/fax
instructions,  providing written confirmation of  such instructions, and/or tape
recording telephone instructions.
    
 
    DOLLAR COST AVERAGING  SERVICE. You may  request this service  if your  Face
Amount  is at least $100,000 and your  Accumulation Value, less any Loan Amount,
is at least $5,000. If you request this service, you direct us to  automatically
make  specific  periodic transfers  of a  fixed  dollar amount  from any  of the
Sub-Accounts to one  or more of  the Sub-Accounts  or to the  Fixed Account.  No
transfers  from the Fixed Account are permitted under this service. Transfers of
this type may  be made on  a monthly, quarterly,  semi-annual, or annual  basis.
This  service is intended  to allow you  to use "Dollar  Cost Averaging", a long
term investment method which provides for regular investments over time. We make
no guarantees that  Dollar Cost  Averaging will result  in a  profit or  protect
against  loss. You may discontinue  this service at any  time by notifying us in
writing.
 
    If you are interested in the Dollar Cost Averaging service you may obtain  a
separate  application form and full information  concerning this service and its
restrictions from us or our registered representative.
 
    If you are  using the Dollar  Cost Averaging service,  this service will  be
discontinued  immediately (i)  on receipt  of any  request to  begin a Portfolio
Rebalancing service, (ii) if the Policy is in the grace period on any date  when
Dollar  Cost  Averaging  transfers  are scheduled,  or  (iii)  if  the specified
transfer amount from any Sub-Account is more than the Accumulation Value in that
Sub-Account.
 
                                       34
<PAGE>
    We reserve the right  to discontinue, modify, or  suspend this service.  Any
such  modification or discontinuation would not affect any Dollar Cost Averaging
service requests already commenced.
 
    PORTFOLIO REBALANCING SERVICE.  You may  request this service  if your  Face
Amount  is at least $200,000 and your  Accumulation Value, less any Loan Amount,
is at least $10,000. If you request this service, you direct us to automatically
make periodic  transfers to  maintain your  specified percentage  allocation  of
Accumulation Value, less any Loan Amount, among the Sub-Accounts of the Variable
Account  and the Fixed  Account; your allocation of  future Net Premium Payments
will also  be changed  to  be equal  to  this specified  percentage  allocation.
Transfers  made under this service  may be made on  a quarterly, semi-annual, or
annual basis.  This service  is intended  to maintain  the allocation  you  have
selected consistent with your personal objectives.
 
    The  Accumulation Value in each Sub-Account  of the Variable Account and the
Fixed Account  will grow  or decline  at different  rates over  time.  Portfolio
Rebalancing  will periodically transfer Accumulation  Values from those accounts
that have increased in value to those  accounts that have increased at a  slower
rate  or declined in value.  If all accounts decline  in value, it will transfer
Accumulation Values from those that have  decreased less in value to those  that
have  decreased more in value. We  make no guarantees that Portfolio Rebalancing
will result  in a  profit or  protect  against loss.  You may  discontinue  this
service at any time by notifying us in writing.
 
    If  you are interested in the Portfolio Rebalancing service you may obtain a
separate application form and full  information concerning this service and  its
restrictions from us or your registered representative.
 
    If  you are  using the Portfolio  Rebalancing service, this  service will be
discontinued immediately (i) on receipt of any request to change the  allocation
of  premiums to the Fixed Account and Sub-Accounts of the Variable Account, (ii)
on receipt of any request to begin  a Dollar Cost Averaging service, (iii)  upon
receipt  of any  request to transfer  Accumulation Value among  the accounts, or
(iv) if the Policy is  in the grace period or  the Accumulation Value, less  any
Loan  Amount,  is  less  than  $7,500  on  any  Valuation  Date  when  Portfolio
Rebalancing transfers are scheduled.
 
    We reserve the right  to discontinue, modify, or  suspend this service.  Any
such modification or discontinuation could affect Portfolio Rebalancing services
currently in effect, but only after 30 days notice to affected Policy owners.
 
    TRANSFER  LIMITS.  We currently  allow twelve  transfers  in a  Policy Year,
although we reserve the right  to limit you to no  more than four transfers  per
year.  All  transfers that  are effective  on  the same  Valuation Date  will be
treated as  one transfer  transaction. Transfers  made due  to the  Dollar  Cost
Averaging  or Portfolio Rebalancing  services do not  currently count toward the
limit on number of transfers.
 
   
    TRANSFER CHARGES. While there is currently  no charge imposed on a  transfer
we  reserve the right to make a charge not to exceed $25.00 per transfer for the
duration of the Policy.  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  using the Policy as security for the  loan (we do reserve the right to limit
loans during the first  Policy Year (except  that in Indiana  loans may be  made
during  the first Policy  Year)). You may not  borrow at any  time more than the
Loan Value of  the Policy,  which is equal  to 75%  of the Cash  Value less  the
existing  Loan  Amount, except  that  in Texas  the  percentage is  100%  and in
Alabama, Maryland and Virginia, the percentage is 90%. If the Policy is in force
as paid-up life insurance, the Loan Value is equal to the Cash Value on the next
Policy Anniversary less any existing Loan Amount and loan interest to that date.
Each Policy loan  must be at  least $500, except  in Connecticut it  must be  at
least $200. After Age 65, we currently allow 100% of the Cash Surrender Value to
be borrowed.
    
 
   
    Loan  requests may be made in writing  or by telephoning us on any Valuation
Date. Any loan request in excess  of $25,000 will require a Signature  Guarantee
and telephone loan requests cannot exceed $10,000. No election form is currently
required to make telephone loan requests. We will
    
 
                                       35
<PAGE>
employ reasonable procedures to confirm that loan requests made by telephone are
genuine. In the event we do not employ such procedures, we may be liable for any
losses  due  to unauthorized  or  fraudulent instructions.  Such  procedures may
include, among  others,  requiring forms  of  personal identification  prior  to
acting  upon  telephone instructions,  providing  written confirmations  of such
instructions and/or tape recording telephone instructions.
 
    Policy loans have priority over the claims of any assignee or other  person.
A  Policy loan may be  repaid in whole or  in part at any  time on or before the
Insured reaches Age 95, while the Insured is living.
 
    The loan proceeds will normally  be paid to you  within seven days after  we
receive  your request. Payment  of loan proceeds  to you may  be postponed under
certain circumstances. See "General Provisions -- Postponement of Payments".
 
    Payments made by you generally will  be treated as premium payments,  rather
than  Policy loan  repayments, unless  you indicate  that the  payment should be
treated otherwise or unless we decide,  at our discretion, to apply the  payment
as a Policy loan repayment. As a result, unless you indicate that a payment is a
loan repayment, all payments you make to the Policy will generally be subject to
the  Premium  Expense Charge.  See "Deductions  and  Charges --  Premium Expense
Charge".
 
   
    The total of  your outstanding  Policy loans 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  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
 
                                       36
<PAGE>
amounts held in the  Fixed Account as  security for Policy  loans (that is,  the
Loan  Amount) will only  be credited with  interest at an  effective annual rate
currently equal to 5.50% (guaranteed to  be not less than 4.00%). NO  ADDITIONAL
INTEREST  WILL  BE CREDITED  TO THESE  AMOUNTS. On  the Policy  Anniversary, any
interest credited on these amounts will be credited to the Fixed Account and the
Variable Account  according  to  the  premium allocation  then  in  effect.  See
"Payment and Allocation of Premiums -- Allocation of Premiums".
 
    Although  Policy loans may be repaid in whole  or in part at any time before
the Insured's  Age  95,  Policy  loans  will  permanently  affect  the  Policy's
potential  Accumulation Value. As a result, to the extent that the Death Benefit
depends upon  the  Accumulation  Value  (see "Death  Benefit  --  Death  Benefit
Options"),  Policy loans  will also affect  the Death Benefit  under the Policy.
This  effect  could  be  favorable  or  unfavorable  depending  on  whether  the
investment  performance of  the assets allocated  to the  Sub-Account(s) is less
than or greater than  the interest being credited  on the assets transferred  to
the  Fixed Account  while the  loan is outstanding.  Compared to  a Policy under
which no loan is made, values under the Policy will be lower when such  interest
credited  is  less  than  the  investment  performance  of  assets  held  in the
Sub-Account(s).
 
    EFFECT ON POLICY COVERAGE. If, on  any Monthly Anniversary, the Loan  Amount
is  greater than the Accumulation Value, plus  any Sales Charge Refund, less the
then applicable  Surrender Charge,  we will  notify you.  If we  do not  receive
sufficient  payment within  61 days  from the  date we  send notice  to you, the
Policy will lapse and  terminate without value. Our  written notice to you  will
indicate  the amount  of the  payment required to  avoid lapse.  The Policy may,
however, later be reinstated. See "Policy Lapse and Reinstatement".
 
    A Policy loan  may also cause  termination of the  Death Benefit  Guarantee,
because  the Loan Amount is deducted from the total premiums paid in calculating
whether sufficient  premiums have  been  paid in  order  to maintain  the  Death
Benefit Guarantee. See "Death Benefit Guarantee".
 
    Proceeds  payable upon the death of the  Insured will be reduced by any Loan
Amount.
 
   
    INTEREST. The interest rate charged on  Policy loans will be an annual  rate
of  7.40%,  payable in  advance. After  the  tenth Policy  Year, we  will charge
interest at an annual rate of 5.21%, payable in advance, on that portion of your
Loan Amount that is not  in excess of (a) the  Accumulation Value, less (b)  the
total  of all  premiums paid  less all partial  withdrawals. Any  excess of this
amount will be charged interest at the annual rate of 7.40%.
    
 
    Interest is payable in advance (for the rest of the Policy Year) at the time
any Policy loan is made and at the beginning of each Policy Year thereafter (for
that entire Policy Year). If interest is not paid when due, it will be  deducted
from  the  Cash Surrender  Value as  an additional  Policy loan  (see "Immediate
Effect of Policy Loans" above) and will be added to the existing Loan Amount.
 
    Because we charge interest in advance, any interest that we have not  earned
will  be refunded to you  upon lapse or surrender of  the Policy or repayment of
the Policy Loan.
 
    REPAYMENT OF LOAN AMOUNT. The Loan Amount  may be repaid any time while  the
Insured  is living before the Insured reaches Age 95 (see "General Provisions --
Benefits at Age 95"). If not repaid, the Loan Amount will be deducted by us from
any amount payable under the Policy.  As described above, unless you provide  us
with  notice  to the  contrary, any  payments  on the  Policy will  generally be
treated as premium payments,  which are subject to  the Premium Expense  Charge,
rather  than repayments on  the Loan Amount.  Any repayments on  the Loan Amount
will result  in amounts  being reallocated  from the  Fixed Account  and to  the
Sub-Accounts   of  the  Variable  Account  according  to  your  current  premium
allocation.
 
    TAX CONSIDERATIONS. A Policy loan may have tax consequences depending on the
circumstances of the loan. See "Federal Tax Matters -- Policy Proceeds".
 
FREE LOOK AND CONVERSION RIGHTS
 
FREE LOOK RIGHTS
    The Policy provides  for two  types of return  or "free  look" periods,  one
after  application  for and  issuance  of the  Policy  and the  other  after any
requested increase in Face Amount.
 
                                       37
<PAGE>
    AT INITIAL ISSUE. The Policy provides for an initial free look period during
which you have  a right  to return  the Policy  for cancellation  and receive  a
refund  of all premiums paid. You must return the Policy to us or your agent and
ask us to cancel the Policy by the latest of:
 
    - Midnight of the 20th day after receiving it;
 
    - Midnight of the 20th day after a written Notice of Right of Withdrawal  is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your application for the Policy is
      signed.
 
    FOLLOWING  A REQUESTED  INCREASE IN FACE  AMOUNT. Any  requested increase in
Face Amount is also subject to a free look period during which you have a  right
to  cancel the increase and  receive a refund. You must  notify us or your agent
and ask us to cancel the increase by the latest of:
 
    - Midnight of the 20th day after receiving a new Policy Data Page;
 
    - Midnight of the 20th day after a written Notice of Right of Withdrawal  is
      mailed or delivered to you; or
 
    - Midnight  of the 45th day after the  date your request for the increase is
      signed.
 
    Upon requesting cancellation of the increase, you will receive a refund,  if
you  so request, or  otherwise a restoration to  the Policy's Accumulation Value
(allocated among the Fixed Account and the Sub-Accounts of the Variable  Account
as  if  it were  a  Net Premium  payment),  in an  amount  equal to  all Monthly
Deductions attributable to the  increase in Face  Amount, including rider  costs
arising  from the increase. This refund or credit will be made within seven days
after we  receive the  request  for cancellation  on  the appropriate  form.  In
addition,  the Surrender Charge will be adjusted so that it will be as though no
such increase in Face  Amount had occurred. Premiums  paid after an increase  in
Face  Amount will not be refunded following cancellation of the increase. If you
request an increase in Face Amount you should take this into account in deciding
whether to  make  any premium  payments  during the  free  look period  for  the
increase.
 
   
CONVERSION RIGHTS
    
   
    During  the  first two  Policy Years  and  the first  two years  following a
requested increase in Face Amount, we provide you with an option to convert  the
Policy or any requested increase in Face Amount to a life insurance policy under
which  the benefits do not  vary with the investment  experience of the Variable
Account. For Policies issued in all  states, except Connecticut, this option  is
made  available by  permitting you to  transfer all  or a part  of your Variable
Accumulation Value to the Fixed Account. For Policies issued in Connecticut, you
may exchange this Policy for a different permanent fixed benefit life  insurance
Policy that is offered by us in that state. The two conversion right options are
discussed below.
    
 
   
    GENERAL  OPTION. In  all states  except Connecticut,  you may  exercise your
conversion right by transferring all or  any part of your Variable  Accumulation
Value to the Fixed Account. If, at any time during the first two Policy Years or
the first two years following a requested increase in Face Amount, you request a
transfer  from the Variable Account  to the Fixed Account  and indicate that you
are making the transfer in exercise of your conversion right, the transfer  will
not  be subject to the  transfer charge and will not  count against the limit on
the number of transfers. At the time of such transfer, there is no effect on the
Policy's Death Benefit, Face Amount, net amount at risk, Rate Class(es) or issue
Age -- only the method of funding  the Accumulation Value under the Policy  will
be  affected. See  "Death Benefit",  "Accumulation Value"  and Appendix  A, "The
Fixed Account".
    
 
    If you transfer  all of the  Variable Accumulation Value  from the  Variable
Account  to the Fixed Account and indicate  that you are making this transfer in
exercise of  your Conversion  Right,  we will  automatically credit  all  future
premium  payments  on the  Policy  to the  Fixed  Account unless  you  request a
different allocation.
 
    CONNECTICUT. During  the first  two Policy  Years and  during the  first  24
months following a requested increase in Face Amount, you may convert the Policy
or  the Face Amount increase to any permanent fixed benefit whole life insurance
policy offered  by us.  No evidence  of insurability  will be  required for  the
conversion.  In order  to convert  to a  new Policy,  we must  receive a written
conversion request; if the entire Policy is being converted, the Policy must  be
surrendered to us; the conversion must be made while the Policy is in force; and
any outstanding Loan Amount must be repaid.
 
    The new Policy will have the same Issue Age and premium class as the Policy.
If  the entire Policy is  being converted, the effective  date of the conversion
will be the date on  which we receive both  your written conversion request  and
the  Policy. If you are converting a Face Amount increase, the effective date of
the conversion will  be the  date on which  we receive  your written  conversion
request.
 
                                       38
<PAGE>
    On  the effective date of the conversion,  the new Policy will have, at your
option, either:
 
    (a) A death benefit which is equal to the Death Benefit of the Policy on the
       effective date  of  the conversion,  or  in the  case  of a  Face  Amount
       increase, a death benefit equal to the increase in Face Amount; or
 
    (b) A net amount at risk which equals the Death Benefit of the Policy on the
       effective  date of  the conversion, less  the Accumulation  Value on that
       date, or in  the case of  a Face Amount  increase, a net  amount at  risk
       which equals the Face Amount increase on the effective date of conversion
       less  the Accumulation Value on that date  which is considered to be part
       of the Face Amount increase.
 
    The conversion will be  subject to an equitable  adjustment in payments  and
Policy  values to reflect variances,  if any, in the  payments and Policy values
under the  Policy and  the new  Policy.  An additional  premium payment  may  be
required. The new Policy's provisions and charges will be the same as those that
would have been in effect had the new Policy been issued on the Policy Date.
 
INVESTMENTS OF THE VARIABLE ACCOUNT
 
   
    There  are currently seventeen  Funds available under  the Variable Account.
Fidelity Management & Research  Company is the investment  adviser for the  five
portfolios  of  VIP and  the  four portfolios  of  VIP 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 Putnam Variable
Trust.
    
 
   
    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
participation  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  Company or its affiliates may receive compensation from an affiliate or
affiliates of  certain of  the Funds  based  upon an  annual percentage  of  the
average  net assets  held in  that Fund  by the  Company and  by certain  of the
Company's insurance company affiliates. These amounts are intended to compensate
the Company  or  the  Company's affiliates  for  administrative,  recordkeeping,
distribution,  and other services provided by  the Company and its affiliates to
Funds and/or the Funds' affiliates. Payments of such amounts by an affiliate  or
affiliates  of the  Funds do not  increase the fees  paid by the  Funds or their
shareholders.
    
 
   
    The Company recently has entered  into agreements with Fidelity  Investments
Institutional  Operations  Company and  Fidelity Distributors  Corporation which
provide that, assuming aggregated  net asset goals are  met, the Company or  its
affiliates  will receive a quarterly  payment for administrative, recordkeeping,
and distribution  services  provided  by  the  Company  or  such  affiliates  in
connection with the sale and servicing of certain of the Fidelity VIP and VIP II
Funds.
    
 
   
    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 VIP and VIP II Prospectuses
and the section entitled "Sales And Redemptions" in the Putnam Variable  Trust's
Prospectus.
    
 
                                       39
<PAGE>
    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 (VIP)
    
   
    VIP  is a mutual fund trust  currently including 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 VIP  Prospectus
for  further information on the risks associated with the portfolio's investment
in lower-rated, fixed-income securities.
    
 
    EQUITY-INCOME PORTFOLIO seeks  reasonable income by  investing primarily  in
income-producing  equity securities. In choosing  these securities the portfolio
will also consider the potential for capital appreciation. The portfolio's  goal
is  to  achieve a  yield which  exceeds  the composite  yield on  the securities
comprising the Standard & Poor's Composite Index of 500 Stocks.
 
    GROWTH PORTFOLIO  seeks  to  achieve  capital  appreciation.  The  portfolio
normally purchases common stocks, although its investments are not restricted to
any  one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.
 
    OVERSEAS PORTFOLIO  seeks  long term  growth  of capital  primarily  through
investments  in foreign securities. The Overseas  Portfolio provides a means for
investors to diversify their  own portfolios by  participating in companies  and
economies outside of the United States.
 
   
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
    
   
    VIP   II  is  a  mutual  fund  trust  currently  including  five  investment
portfolios, each with a different investment objective. Presently the  following
four funds are available within this Policy.
    
 
    ASSET  MANAGER PORTFOLIO seeks high total  return with reduced risk over the
long-term by allocating its assets among domestic and foreign stocks, bonds  and
short-term fixed-income instruments.
 
    INVESTMENT  GRADE BOND PORTFOLIO seeks as high  a level of current income as
is consistent with the preservation of capital by investing in a broad range  of
investment-grade fixed-income securities.
 
    INDEX  500 PORTFOLIO seeks to provide  investment results that correspond to
the total return (i.e., the combination of capital changes and income) of common
stocks publicly traded  in the  United States.  In seeking  this objective,  the
Portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low. The portfolio is designed as a long term investment option.
 
    CONTRAFUND  PORTFOLIO seeks  capital appreciation by  investing in companies
believed to be undervalued due to an overly pessimistic appraisal by the public.
The  portfolio  usually  invests  primarily  in  common  stock  and   securities
convertible  into common stock, but it has the flexibility to invest in any type
of security that may produce capital appreciation.
 
   
NORTHSTAR 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. Wilson/Bennett
Capital Management, Inc. is the sub-adviser to this Fund and is responsible  for
the  day-to-day investment management of the Fund, subject to the supervision of
the investment adviser and the Trustees of the Fund.
    
 
                                       40
<PAGE>
    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 VARIABLE TRUST
    
   
    Putnam Variable Trust is a mutual fund currently offering sixteen investment
funds  each with a different investment  objective. Presently, the following six
funds are available under this Policy.
    
 
   
    PUTNAM VT 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.
    
 
   
    PUTNAM VT DIVERSIFIED INCOME FUND seeks high current income consistent  with
capital  preservation by investing  in the following three  sectors of the fixed
income securities markets; a U.S. Government Sector, a High-Yield Sector  (which
invests  primarily in securities that are commonly known as "junk bonds") and an
International Sector. Consult the Putnam  Variable Trust Prospectus for  further
information  on the risks associated with  this Fund's investment in high-yield,
higher-risk fixed income securities.
    
 
   
    PUTNAM VT 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.
    
 
   
    PUTNAM VT 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.
    
 
   
    PUTNAM  VT 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.
    
 
   
    PUTNAM VT VOYAGER FUND seeks capital appreciation primarily from a portfolio
of  common stocks  that Putnam  Management believes  have potential  for capital
appreciation that is significantly greater than that of market averages.
    
 
ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS
    We reserve the  right, subject to  compliance with applicable  law, to  make
additions  to, deletions from, or substitutions for  the shares that are held by
the Variable Account or that the  Variable Account may purchase. We reserve  the
right  to eliminate the shares  of any of the Funds  and to substitute shares of
another Fund  or of  another  open-end, registered  investment company,  if  the
shares  of a Fund are no longer available  for investment, or if in our judgment
further investment  in any  Fund  should become  inappropriate  in view  of  the
purposes of the Variable Account. We will not substitute any shares attributable
to  your interest in  a Sub-Account of  the Variable Account  without notice and
prior approval of the SEC, to the extent required by the Investment Company  Act
of  1940 or  other applicable  law. Nothing  contained herein  shall prevent the
Variable Account from purchasing other securities  of other Funds or classes  of
policies,  or from permitting a conversion  between Funds or classes of policies
on the basis of requests made by Policy owners.
 
    We also  reserve  the right  to  establish additional  Sub-Accounts  of  the
Variable  Account, each  of which would  invest in a  new Fund, or  in shares of
another  investment  company,  with   a  specified  investment  objective.   New
Sub-Accounts may be established when, in our sole discretion, marketing 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
 
                                       41
<PAGE>
such  Fund(s)  without  payment  of the  associated  Surrender  Charge.  You may
transfer the portion  of the Accumulation  Value affected without  payment of  a
Transfer  Charge. If deemed by us to be  in the best interests of persons having
voting rights under  the Policies,  the Variable Account  may be  operated as  a
management  company  under  the  Investment  Company  Act  of  1940,  it  may be
deregistered under  that  Act  in  the event  such  registration  is  no  longer
required, or it may be combined with our other separate accounts.
 
VOTING RIGHTS
 
    You  have the right to instruct us  how to vote the Fund shares attributable
to the Policy at  regular meetings and  special meetings of  the Funds. We  will
vote  the  Fund  shares  held  in  Sub-Accounts  according  to  the instructions
received, as long as:
 
    - The Variable Account is  registered as a unit  investment trust under  the
      Investment Company Act of 1940; and
 
    - The assets of the Variable Account are invested in Fund shares.
 
    If  we determine that,  because of applicable  law or regulation,  we do not
have to vote  according to the  voting instructions received,  we will vote  the
Fund shares at our discretion.
 
    All  persons entitled to voting rights and the number of votes they may cast
are determined as of a record date, selected by us, not more than 90 days before
the meeting of the Fund. All Fund proxy materials and appropriate forms used  to
give voting instructions will be sent to persons having voting interests.
 
    Any  Fund shares held  in the Variable  Account for which  we do not receive
timely voting instructions, or which are not attributable to Policy owners, will
be voted by us in proportion to the instructions received from all Policy owners
having a voting interest in the Fund. Any  Fund shares held by us or any of  our
affiliates  in general accounts  will, for voting purposes,  be allocated to all
separate accounts having  voting interests  in the  Fund in  proportion to  each
account's  voting interest in the respective Fund, and will be voted in the same
manner as are the respective account's votes.
 
    Owning the Policy does  not give you  the right to vote  at meetings of  our
stockholders.
 
    DISREGARD  OF VOTING INSTRUCTIONS. We may,  when required by state insurance
regulatory  authorities,  disregard  voting  instructions  if  the  instructions
require   that  the  shares   be  voted  so   as  to  cause   a  change  in  the
subclassification  or  investment  objective  of  any  Fund  or  to  approve  or
disapprove  an investment  advisory contract for  any Fund. In  addition, we may
disregard voting instructions in favor of changes initiated by a Policy owner in
the investment policy  or the investment  adviser of any  Fund if we  reasonably
disapprove  of such changes. A change would  be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we determine  that the  change would  have  an adverse  effect on  the  Variable
Account  in  that  the proposed  investment  policy  for a  Fund  may  result in
speculative or  unsound  investments.  In  the  event  we  do  disregard  voting
instructions,  a summary of that action and  the reasons for such action will be
included in the next annual report to owners.
 
GENERAL PROVISIONS
 
BENEFITS AT AGE 95
    If the Insured  is living at  Age 95 and  the Policy is  in force, the  Cash
Surrender  Value of the Policy will  automatically be applied to purchase single
premium paid-up life insurance, unless the Insured notifies us in writing on  or
before attaining Age 95 that the Cash Surrender Value should be paid in cash.
 
OWNERSHIP
    While the Insured is alive, subject to the Policy's provisions you may:
 
    - Change the amount and frequency of premium payments.
 
    - Change the allocation of premiums.
 
    - Change the Death Benefit Option.
 
    - Change the Face Amount.
 
    - Make transfers between accounts.
 
    - Surrender the Policy for cash.
 
                                       42
<PAGE>
    - Make a partial withdrawal for cash.
 
    - Receive a cash loan.
 
    - Assign the Policy as collateral.
 
    - Change the beneficiary.
 
    - Transfer ownership of the Policy.
 
    - Enjoy any other rights the Policy allows.
 
PROCEEDS
    At  the Insured's death, the proceeds payable include the Death Benefit then
in force:
 
    - Plus any additional amounts provided by rider on the life of the Insured;
 
    - Plus any Policy loan interest that we have collected but not earned;
 
    - Minus any Loan Amount; and
 
    - Minus any unpaid Monthly Deductions.
 
BENEFICIARY
    You may name one or more beneficiaries on the application when you apply for
the Policy.  You  may later  change  beneficiaries  by written  request.  If  no
beneficiary  is surviving when the Insured dies,  the Death Benefit will be paid
to you, if surviving, or otherwise to your estate.
 
POSTPONEMENT OF PAYMENTS
    Payments from  the  Variable Account  for  Death Benefits,  cash  surrender,
partial  withdrawal, or loans will generally be  made within seven days after we
receive all the documents required for the payments.
 
    We may, however, delay making  a payment when we  are not able to  determine
the  Variable  Accumulation Value  because (i)  the New  York Stock  Exchange is
closed, other than customary weekend or holiday closings, or trading on the  New
York  Stock Exchange  is restricted by  the SEC,  (ii) the SEC  by order permits
postponement for the protection of Policyholders, or (iii) an emergency  exists,
as  determined by the  SEC, as a result  of which disposal  of securities is not
reasonably practicable  or it  is not  reasonably practicable  to determine  the
value  of the  Variable Account's  net assets.  Transfers and  allocation to and
against any Sub-Account  of the  Variable Account  may also  be postponed  under
these circumstances.
 
    Any  of the payments described  above which are made  from the Fixed Account
may be delayed up to six months from the date we receive the documents required.
We will pay interest at  an effective annual rate of  3.50% if we delay  payment
more  than  30 days.  No additional  interest  will be  credited to  any delayed
payments. The time a payment from the Fixed Account may be delayed and the  rate
of interest paid on such amounts may vary among states.
 
SETTLEMENT OPTIONS
    Settlement  Options are  ways you can  choose to have  the Policy's proceeds
paid. These options apply to proceeds paid:
 
    - At the Insured's death.
 
    - On total surrender of the Policy.
 
   
    The proceeds are paid to one or more  payees. The proceeds may be paid in  a
lump  sum or may be applied to one of the following Settlement Options. Proceeds
will be paid in one sum unless one or more Options are requested and 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.
 
                                       43
<PAGE>
    Option  3  - Proceeds  and interest  are  paid in  equal installments  for a
    specified period until the proceeds and interest are all paid.
 
    Option 4 - The proceeds provide  an annuity payment with a specified  number
    of  months "certain". The payments are continued for the life of the primary
    payee. If the  primary payee  dies before the  certain period  is over,  the
    remaining payments are paid to a contingent payee.
 
    Option 5 - The proceeds provide a life income for two payees. When one payee
    dies,  the surviving  payee receives two-thirds  of the amount  of the joint
    monthly payment for life.
 
    Option 6 - The proceeds are used to provide an annuity based on the rates in
    effect when the  proceeds are  applied. We  do not  apply this  Option if  a
    similar option would be more favorable to the payee at that time.
 
    INTEREST  ON  SETTLEMENT OPTIONS.  We base  the  interest rate  for proceeds
applied under Options 1 and 2 on the  interest rate we declare on funds that  we
consider  to be in the same classification  based on the Option, restrictions on
withdrawal, and other  factors. The  interest rate will  never be  less than  an
effective annual rate of 3.50%.
 
    In  determining amounts to be paid under Options 3 and 4, we assume interest
at an effective annual rate of 3.50%.  Also, for Option 3 and "certain"  periods
under  Option 4, we credit  any excess interest we may  declare on funds that we
consider to be in the same  classification based on the Option, restrictions  on
withdrawal, and other factors.
 
INCONTESTABILITY
    After  the Policy has  been in force  during the Insured's  lifetime for two
years from the Policy's Issue Date, we cannot claim the Policy is void or refuse
to pay any proceeds unless the Policy has lapsed.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death  Benefit increase has its own  two-year
contestable period measured from the date of the increase.
 
    If  the Policy  is reinstated, the  contestable period is  measured from the
date of reinstatement  with respect to  statements made on  the application  for
reinstatement.
 
MISSTATEMENT OF AGE AND SEX
    If the Insured's Age or sex or both are misstated (except where unisex rates
apply),  the  Death Benefit  will be  the amount  that the  most recent  cost of
insurance would  purchase using  the  current cost  of  insurance rate  for  the
correct Age and sex.
 
SUICIDE
    If  the Insured commits suicide, whether sane or insane, within two years of
the Policy's Issue Date, we do not pay the Death Benefit. Instead, we refund all
premiums paid for the Policy and any attached riders, minus any Loan Amounts and
partial withdrawals.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death  Benefit increase has its own  two-year
suicide  limitation  for  the proceeds  associated  with that  increase.  If the
Insured commits  suicide,  whether sane  or  insane,  within two  years  of  the
effective  date of the increase, we pay  the Death Benefit prior to the increase
and refund the cost of insurance for that increase.
 
    In Colorado and North Dakota, the suicide period is shortened to one year.
 
TERMINATION
    The Policy terminates when any of the following occurs:
 
    - The Policy lapses. See "Policy Lapse and reinstatement".
 
    - The Insured dies.
 
    - The Policy is surrendered for its Cash Surrender Value.
 
    - The Policy is amended according to the amendment provision described below
      and you do not accept the amendment.
 
    - The Policy matures. See "General Provisions -- Benefits of Age 95".
 
                                       44
<PAGE>
AMENDMENT
    We reserve the  right to amend  the Policy  in order to  include any  future
changes relating to the following:
 
    - Any SEC rulings and regulations.
 
    -  The Policy's qualification for treatment as a life insurance policy under
the following:
     - The Internal Revenue Code of 1986, as amended.
     - Internal Revenue Service rulings and regulations.
     - Any requirements imposed by the Internal Revenue Service.
 
REPORTS
 
   
    ANNUAL STATEMENT. We will send you  an Annual Statement once each year  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.
    
 
    Additional statements are available upon request.  We may make a charge  not
to exceed $50.00 for each additional Annual Statement you request.
 
    PROJECTION  REPORT. Upon  request, we will  provide you  a report projecting
future results  based on  the  Death Benefit  Option  you specify,  the  Planned
Periodic  Premiums you specify, and the Accumulation Value of your Policy at the
end of the prior Policy Year. We may make a charge not to exceed $50.00 for each
Projection Report you request.
 
DIVIDENDS
    The Policy does not entitle you to participate in our surplus. We do not pay
you dividends under the Policy.
 
    The Sub-Account receives any  dividends paid by the  related Fund. Any  such
dividend  is credited to you through  the calculation of the Sub-Account's daily
Unit Value.
 
COLLATERAL ASSIGNMENT
    You may assign the  benefits of the  Policy as collateral  for a debt.  This
limits  your rights to the Cash Surrender  Value and the beneficiary's rights to
the proceeds.  An assignment  is not  binding  on us  until we  receive  written
notice.
 
OPTIONAL INSURANCE BENEFITS
    The  Policy can include  additional benefits, in  the form of  riders to the
Policy, if our  requirements for  issuing such  benefits are  met. We  currently
offer the following benefit riders:
 
    ACCIDENTAL  DEATH  BENEFIT  RIDER.  Provides an  additional  benefit  if the
Insured dies from an accidental injury.
 
    ACCELERATED BENEFIT RIDER. Under certain  circumstances a part of the  Death
Benefit  may be  paid to  you when the  Insured has  been diagnosed  as having a
terminal illness.  This Rider  may not  be  available in  all states.  Ask  your
registered  representative about the  availability of this  Rider in your state.
See "Accelerated Benefit Rider".
 
    ADDITIONAL INSURED RIDER. Provides a  10 year, guaranteed level premium  and
level  term coverage for  the Insured, the  Insured's spouse, or  a child of the
Insured.
 
    WAIVER OF MONTHLY DEDUCTION RIDER. The  Monthly Deduction for the Policy  is
waived while the Insured is totally disabled under the terms of the rider.
 
    CHILDREN'S INSURANCE RIDER. Provides up to $10,000 of term life insurance on
the life of each of the Insured's children.
 
    WAIVER OF SPECIFIED PREMIUM RIDER. Contributes a specified amount of premium
to  the Policy each month while the  Insured is totally disabled under the terms
of the rider. This rider may not be available in all states. Ask your registered
representative about the availability of this rider in your state.
 
                                       45
<PAGE>
FEDERAL TAX MATTERS
 
    The following discussion is not intended to be a complete description of the
tax status of the Policies. Rather, it provides information about how we believe
the tax  laws  apply in  the  most  commonly occurring  circumstances.  The  tax
treatment  of certain  aspects of the  Policies, such as  surrenders and partial
withdrawals, is  uncertain or  may  be changed  by  regulations adopted  in  the
future.  For these reasons, Policy owners are  advised to consult with their own
tax advisers with regard to the tax implications of the Policies.
 
POLICY PROCEEDS
 
    GENERAL. The Policy should qualify as  a life insurance contract as long  as
it  satisfies certain  definitional tests under  Section 7702 and  817(d) of the
Internal Revenue Code (the "Code") and as long as the underlying investments for
the Contract satisfy  diversification requirements under  section 817(h) of  the
Code  (see "Diversification  Requirements"). Section  7702 of  the Code provides
that the Policy will so qualify if  it satisfies a cash value accumulation  test
or  a guideline premium requirement and falls  within a cash value corridor. The
qualification of the Policy  under Section 7702 depends  in part upon the  Death
Benefit  payable under  the Policy at  any time. To  the extent a  change in the
Policy, such as a decrease in Face  Amount or a change in Death Benefit  Option,
would  cause the Policy not to qualify, we will not make the change. Also, if at
any time a premium is  paid which would result  in total premiums exceeding  the
current  maximum  premiums allowed,  we  will only  accept  that portion  of the
premium which would  make total  premiums equal  the maximum.  See "Payment  and
Allocation of Premiums -- Amount and Timing of Premiums".
 
    MODIFIED  ENDOWMENT CONTRACTS. In 1988 Congress created a new classification
of life  insurance  policies known  as  "Modified Endowment  Contracts".  Policy
loans, partial surrenders and partial withdrawals of cash from a policy which is
classified  as a Modified  Endowment Contract are taxable  as ordinary income to
the Policy owner. Additionally, taxable distributions, if made before the Policy
owner is 59 1/2, are subject to a Federal income tax penalty of 10%.
 
    Modified Endowment Contract  classification may be  avoided by limiting  the
amount  of premiums paid  under the Policy.  If you contemplate  a large premium
payment under this  Policy, and you  wish to avoid  Modified Endowment  Contract
classification,  you may contact us in writing  before making the payment and we
will tell you the maximum amount which can be paid into the Policy.
 
    DIVERSIFICATION  REQUIREMENTS.  Flexible  premium  variable  life  insurance
policies  such as  these Policies  will be  treated as  life insurance contracts
under the Code  as long as  the separate accounts  funding them are  "adequately
diversified"  under section  817(h) of  the Code  and regulations  issued by the
Treasury Department. If the Variable Account is determined to be not  adequately
diversified, Policy owners in the Variable Account will be treated as the owners
of  the underlying assets and thus currently  taxable on earnings and gains. The
investment  adviser  of  the  respective  mutual  fund  investment  options  has
responsibility for maintaining the investment diversification required under the
Code.
 
    DEATH  BENEFITS. The Death  Benefit proceeds payable  under either the Level
Amount Option or the  Variable Amount Option will  be excludable from the  gross
income of the beneficiary under Section 101(a) of the Code.
 
TAXATION OF DISTRIBUTIONS
 
    SURRENDERS  AND PARTIAL WITHDRAWALS. A surrender  or lapse of the Policy may
have tax consequences. Upon surrender, the owner  will not be taxed on the  Cash
Surrender  Value except for the amount, if  any, that exceeds the gross premiums
paid less the untaxed portion of any prior withdrawals. The amount of any Policy
loan will, upon surrender  or lapse, be  added to the  Cash Surrender Value  and
treated,  for this  purpose, as if  it had  been received. A  loss incurred upon
surrender is generally not deductible. The  tax consequences of a surrender  may
differ if the proceeds are received under any income payment settlement option.
 
    A complete surrender of the Policy will, and a partial withdrawal may, under
Section  72(e)(5) of the  Code, be included  in your gross  income to the extent
that the  distribution exceeds  your investment  in the  Policy. Withdrawals  or
partial   surrenders  generally  are  not  taxable  unless  the  total  of  such
withdrawals exceeds  total premiums  paid to  the date  of withdrawal  less  the
untaxed  portion of  any prior  withdrawals. During  the first  15 policy years,
however, an additional amount may be taxable if the
 
                                       46
<PAGE>
partial surrender results in  or is necessitated by  a reduction in benefits.  A
qualified  tax adviser should be consulted regarding the tax consequences of any
surrender or partial withdrawal during the first 15 Policy Years.
 
    The increase in  Accumulation Value of  the Policy will  not be included  in
gross  income unless and until there is  a total surrender or partial withdrawal
under the  Policy.  A complete  surrender  of the  Policy  will, and  a  partial
withdrawal  may, under Section 72(e)(5)  of the Code, be  included in your gross
income to the extent the distribution exceeds your investment in the Policy.
 
    The Unemployment  Compensation Amendments  of 1992  require us  to  withhold
Federal  income tax  at the  rate of  20% on  most distributions  from qualified
plans, unless the distribution is an "eligible rollover distribution" as defined
by the  Unemployment Compensation  Act of  1992  and the  Policy owner  files  a
written  request  with us  for  a direct  rollover  to an  individual retirement
account as  described  in 408(b)  of  the Code,  or  as applicable,  to  another
qualified plan or a Section 403(b) arrangement that accepts rollovers.
 
    POLICY  LOANS. Under Section 72(e)(5) of  the Code, loans received under the
Policy will be generally recognized  as loans for tax  purposes and will not  be
considered  to be distributions subject  to tax. Pursuant to  Section 163 of the
Code, interest paid to us with respect to the loan may or may not be deductible,
depending upon  a number  of factors.  If  the Policy  is a  Modified  Endowment
Contract,  a Policy loan or assignment of  any portion of the Accumulation Value
will be  taxable  in  an amount  equal  to  the  lesser of  the  amount  of  the
loan/assignment  or the excess of Accumulation Value over the Owner's investment
in the Policy. Due  to the complexity  of these factors,  a Policy owner  should
consult  a competent tax adviser as to the deductibility of interest paid on any
Policy loans.
 
    OTHER TAXES. Federal estate  taxes and state  and local estate,  inheritance
and   other  taxes  may  become  due   depending  on  applicable  law  and  your
circumstances or  the circumstances  of the  Policy beneficiary  if you  or  the
Insured  dies. Any person concerned about  the estate implications of the Policy
should consult a competent tax adviser.
 
TAXATION OF POLICIES HELD BY PENSION AND CERTAIN DEFERRED COMPENSATION PLANS
 
    PENSION AND PROFIT-SHARING PLANS. If a Policy is purchased by a trust  which
forms part of a pension or profit-sharing plan qualified under Section 401(a) of
the  Code for the  benefit of participants  covered under the  plan, the Federal
income tax  treatment of  such Policies  will be  somewhat different  from  that
described above. A competent tax adviser should be consulted on these matters.
 
    DEFERRED COMPENSATION PLANS FOR PUBLIC EMPLOYEES AND EMPLOYEES OF TAX EXEMPT
ORGANIZATIONS.  Section  457  of the  Code  permits state  and  local government
employers and tax exempt employers to establish deferred compensation plans  for
eligible  employees and independent contractors. Eligible plans limit the amount
of compensation  which may  be deferred.  Distribution from  eligible plans  may
occur  only upon the death of the employee, attainment of age 70 1/2, separation
from service or in the event of an unforseeable emergency. Amounts deferred  may
be  transferred  directly to  another eligible  deferred compensation  plan. The
employer will be the Owner and Beneficiary of all policies issued to an eligible
plan. Policies are subject  to the claims of  the employer's general  creditors.
Death  Benefit  proceeds payable  to  the employer,  some  or all  of  which are
subsequently paid by the employer to  the employee's beneficiary under the  plan
will  not be excludable from gross income under Section 101(a) or Section 101(b)
of the Code and will be taxable  as ordinary income. An employee has no  present
legal  right or  vested interest  in such policies;  an employee  is entitled to
distributions only in accordance with eligible plan provisions.
 
   
TAXATION OF 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.
 
                                       47
<PAGE>
OTHER CONSIDERATIONS
    The foregoing discussion is general and  is not intended as tax advice.  Any
person  concerned about  these tax implications  should consult  a competent tax
adviser. This discussion is  based on our understanding  of the present  Federal
income  tax laws as they are currently interpreted by the IRS. No representation
is made  as  to  the  likelihood  of continuation  of  these  current  laws  and
interpretations.  It should be further  understood that the foregoing discussion
is not exhaustive and that special rules not described in this Prospectus may be
applicable in certain situations. Moreover, no attempt has been made to consider
any applicable state or other tax laws.
 
LEGAL DEVELOPMENTS REGARDING EMPLOYMENT -- RELATED BENEFIT PLANS
 
    The Policy is based  on actuarial tables which  distinguish between men  and
women and therefore provide different benefits to men and women of the same Age.
Employers and employee organizations should consider, in consultation with legal
counsel,  the impact of  the Supreme Court  decision of July  6, 1983 in ARIZONA
GOVERNING COMMITTEE  V.  NORRIS.  That decision  stated  that  optional  annuity
benefits  provided  under an  employee's deferred  compensation plan  could not,
under Title VII of the Civil Rights Act  of 1964, vary between men and women  on
the  basis of sex. Employers and employee organizations should also consider, in
consultation with  legal  counsel,  the  impact  of  Title  VII  generally,  and
comparable  state  laws  that  may  be  applicable,  on  any  employment-related
insurance or benefit plan for which a Policy may be purchased.
 
    Because of  the NORRIS  decision, the  charges under  the Policy  that  vary
depending  on sex may in some cases not  vary on the basis of the Insured's sex.
Unisex rates to be provided by us  will apply, if requested on the  application,
for  tax-qualified plans  and those  plans where  an employer  believes that the
NORRIS decision applies. In this case,  references made to the mortality  tables
applicable to this Policy are to be disregarded and substituted with an 80% male
20%  female  blend  of  the 1980  Commissioner's  Standard  Ordinary  Smoker and
Non-Smoker Mortality Tables, Age Last Birthday.
 
DISTRIBUTION OF THE POLICIES
 
    We intend to sell the Policies  in all jurisdictions where we are  licensed.
The  Policies will be sold by licensed  insurance agents who are also registered
representatives of broker-dealers registered with  the SEC under the  Securities
Exchange  Act of 1934 who are members  of the National Association of Securities
Dealers, Inc.
 
   
    The Policies  will be  distributed by  the general  distributor,  Washington
Square  Securities,  Inc.,  ("WSSI"),  a  Minnesota  corporation,  which  is  an
affiliate of ours. WSSI  is a securities broker-dealer  registered with the  SEC
and  is a member of  the National Association of  Securities Dealers, Inc. It is
primarily a mutual funds dealer and has dealer agreements under which it markets
shares of many  mutual funds.  It also  markets limited  partnerships and  other
tax-sheltered  or  tax-deferred  investments, and  acts  as  general distributor
(principal underwriter) for variable annuity products issued by us. The Policies
may also be sold through other broker-dealers authorized by WSSI and  applicable
law to do so. Registered representatives of such broker-dealers may be paid on a
different basis than described below.
    
 
    Registered  representatives who  sell the Policies  will receive commissions
based on a commission schedule. In the first Policy Year, commissions  generally
will  be no  more than  35% of the  premiums paid  up to  the annualized Minimum
Monthly Premium, plus  2.50% of  additional premiums. In  any subsequent  Policy
Year,  commissions  generally  will be  2.50%  of  premiums paid  in  that year.
Corresponding commissions will be paid upon a requested increase in Face Amount.
In addition, a  commission of  .10% of  the average  monthly Accumulation  Value
during  each Policy Year may be paid. Further, registered representatives may be
eligible to receive certain overrides and other benefits based on the amount  of
earned commissions.
 
                                       48
<PAGE>
MANAGEMENT
 
DIRECTORS
 
   
<TABLE>
<CAPTION>
                          TERM                       PRINCIPAL OCCUPATION
                         EXPIRES                   AND BUSINESS EXPERIENCE
                       -----------  ------------------------------------------------------
<S>                    <C>          <C>
R. Michael Conley            1997   Senior  Vice  President of  ReliaStar  Financial Corp.
                                    since 1991; Senior Vice President, ReliaStar  Employee
                                    Benefits  of  ReliaStar Life  Insurance  Company since
                                    1986; President  of  NWNL Benefits  Corporation  since
                                    1988;  Executive Vice  President of  ReliaStar Bankers
                                    Security Life Insurance  Company since 1996;  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,  ReliaStar  Bankers  Security  Life
                                    Insurance  Company,  Northern Life  Insurance Company,
                                    and ReliaStar United  Services 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              1999   Vice  Chairman, President and  Chief Operating Officer
                                    of  ReliaStar  Life  Insurance  Company  since   1996;
                                    President  and  Chief Operating  Officer  of ReliaStar
                                    Financial Corp. and  ReliaStar Life Insurance  Company
                                    since 1993; Vice Chairman, Chief Executive Officer and
                                    President of ReliaStar Bankers Security Life Insurance
                                    Company  since 1996; Vice Chairman of ReliaStar United
                                    Services Life Insurance Company and ReliaStar  Bankers
                                    Security  Life  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  and   Chief  Operating   Officer  of
                                    ReliaStar Financial Corp. from 1991 to 1992; Executive
                                    Vice  President   and  Chief   Financial  Officer   of
                                    ReliaStar Financial Corp. and ReliaStar Life Insurance
                                    Company from 1989 to 1991; Director of Community First
                                    BankShares,  Inc. and Director  and Officer of various
                                    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   and  Officer   of  subsidiaries   of
                                    ReliaStar Financial Corp.
Kenneth U. Kuk               1997   Senior Vice President of ReliaStar Financial Corp. and
                                    ReliaStar  Life  Insurance  Company  since  1996; 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  of  Washington
                                    Square   Advisers,  Inc.   since  1995;   Chairman  of
                                    ReliaStar  Mortgage  Corp.  since  1988;  Director  of
                                    National    Commercial    Finance    Association   and
                                    subsidiaries of ReliaStar Financial Corp.
William R. Merriam           1999   Senior Vice President,  Life &  Health Reinsurance  of
                                    ReliaStar  Life  Insurance  Company  since  1991; Vice
                                    President from 1984 to 1991
</TABLE>
    
 
                                       49
<PAGE>
   
<TABLE>
<S>                    <C>          <C>
Robert C. Salipante          1997   Senior Vice President  of Personal Financial  Services
                                    of   ReliaStar  Financial  Corp.  and  ReliaStar  Life
                                    Insurance Company since 1996; Executive Vice President
                                    of ReliaStar Bankers  Security Life Insurance  Company
                                    since   1996;  Senior  Vice  President  of  Individual
                                    Division and  Technology of  ReliaStar Life  Insurance
                                    Company since 1996; Senior Vice President of Strategic
                                    Marketing  and Technology of ReliaStar Financial Corp.
                                    and ReliaStar  Life  Insurance Company  from  1994  to
                                    1996;   Senior  Vice  President  and  Chief  Financial
                                    Officer of  ReliaStar  Financial Corp.  and  ReliaStar
                                    Life  Insurance Company  from 1992  to 1994; Executive
                                    Vice President of Ameritrust Corporation from 1988  to
                                    1992;  Director and Officer of various 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 ReliaStar 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  of  ReliaStar
                                    Financial  Corp. and ReliaStar  Life Insurance Company
                                    from 1991  to  1993;  President  and  Chief  Operating
                                    Officer  of  ReliaStar  Financial Corp.  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            1999   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  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, Salipante, Crowl and Turner.
    
 
EXECUTIVE OFFICERS
 
   
<TABLE>
<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
Donald L. Swanson                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.
    
 
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.
 
                                       50
<PAGE>
    In  addition, we are subject to regulation under the insurance laws of other
jurisdictions in which we operate.
 
    We are  also  subject  to  supervision and  verification  by  the  State  of
Minnesota  regarding participating business allocated  to the Participation Fund
Account, which  was  established  in  connection  with  the  reorganization  and
demutualization  of  the Company  in 1989.  The  Participation Fund  Account was
established for the purpose  of maintaining the  dividend practices relative  to
certain  policies previously issued  by the Company's  former Mutual Department.
The Participation Fund  Account is  not a  separate account  as described  under
Minnesota  Statutes Chapter 61A. An annual examination of the Participation Fund
Account is made by independent  consulting actuaries representing the  Insurance
Division of the State of Minnesota.
 
MASSACHUSETTS AND MONTANA RESIDENTS
 
    All  Policy provisions described in the prospectus that are based on the sex
of the Insured should  be disregarded. This  Policy will be  issued on a  unisex
basis.
 
    References  made to the mortality tables applicable to this Policy are to be
disregarded and  substituted with  an 80%  male  20% female  blend of  the  1980
Commissioner's  Standard Ordinary  Smoker and  Non-Smoker Mortality  Tables, Age
Last Birthday.
 
LEGAL PROCEEDINGS
 
    There are no legal proceedings to which the Variable Account is a party.  We
are  engaged in  litigation of various  kinds; however, our  management does not
believe that any of this litigation is of material importance in relation to our
total assets.
 
BONDING ARRANGEMENTS
 
    An insurance  company  blanket  bond  is  maintained  providing  $25,000,000
coverage  for  our  officers  and  employees  and  those  of  Washington  Square
Securities, Inc., 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, 1996 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 Deloitte  & Touche LLP independent auditors, as
stated in their reports which are included herein, and have been so included  in
reliance  upon the reports of such firm given upon their authority as experts in
accounting and auditing.
    
 
    Actuarial matters included in this Prospectus have been examined by Craig A.
Krogstad, F.S.A., M.A.A.A., as stated in the opinion filed as an exhibit to  the
Registration Statement.
 
REGISTRATION STATEMENT CONTAINS FURTHER INFORMATION
 
    A  Registration Statement has  been filed with the  SEC under the Securities
Act of 1933 with respect to the  Policies. This Prospectus does not contain  all
information included in the Registration Statement, its amendments and exhibits.
For further information concerning the Variable Account, the Funds, the Policies
and us, please refer to the Registration Statement.
 
    Statements  in this Prospectus concerning provisions of the Policy and other
legal documents are summaries. Please refer  to the documents as filed with  the
SEC for a complete statement of the provisions of those documents.
 
    Information  may be obtained from the  SEC's principal office in Washington,
D.C., for a fee it prescribes, or examined there without charge.
 
FINANCIAL STATEMENTS
 
   
    The financial statements for the Variable Account reflect the operations  of
the  Variable Account and its Sub-Accounts as  of December 31, 1996 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
    
 
                                       51
<PAGE>
   
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.
    
 
                                       52
<PAGE>
   
                          INDEPENDENT AUDITOR'S REPORT
    
 
   
Board of Directors
ReliaStar Life Insurance
Company and Policyowners of
Select*Life Variable Account:
    
 
   
  We have audited the accompanying statement of assets and liabilities of
Select*Life Variable Account as of December 31, 1996 and the related combined
statements of operations and changes in Policyowners' equity for each of the
three years in the period ended December 31, 1996. These financial statements
are the responsibility of the management of ReliaStar Life Insurance Company.
Our responsibility is to express an opinion on these financial statements based
on our audits.
    
 
   
  We have conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures include
confirmation of the securities owned as of December 31, 1996, by correspondence
with the Account custodians. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
    
 
   
  In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Select*Life Variable Account as
of December 31, 1996, and the results of its operations and changes in
Policyowners' equity for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles.
    
 
   
DELOITTE & TOUCHE LLP
    
 
   
Minneapolis, Minnesota
February 7, 1997
    
 
                                       53
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                      STATEMENT OF ASSETS AND LIABILITIES
    
 
   
                               December 31, 1996
                   (In Thousands, Except Share and Unit Data)
    
 
   
 
<TABLE>
<CAPTION>
                                 FIDELITY'S      FIDELITY'S     FIDELITY'S      FIDELITY'S
                                    VIPF            VIPF           VIPF            VIPF
                                MONEY MARKET    HIGH INCOME    EQUITY-INCOME      GROWTH
ASSETS:                           PORTFOLIO      PORTFOLIO       PORTFOLIO      PORTFOLIO
- ------------------------------  -------------  --------------  -------------  --------------
<S>                             <C>            <C>             <C>            <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)                           $8,331
  High Income Portfolio
    1,174,765 shares (cost
    $13,271)                                         $14,708
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)                                                        $58,229
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)                                                                        $76,996
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)
  Growth and Income Fund
    470,133 shares (cost
    $9,975)
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)
  Voyager Fund
    872,112 shares (cost
    $25,432)
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                -------------  --------------  -------------  --------------
  Total Assets                        $8,331         $14,708        $58,229         $76,966
                                -------------  --------------  -------------  --------------
                                -------------  --------------  -------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risk:                           $5             $13            $22             $48
Policyowners' Equity:                  8,326          14,695         58,207          76,918
                                -------------  --------------  -------------  --------------
  Total Liabilities and
    Policyowners' Equity              $8,331         $14,708        $58,229         $76,966
                                -------------  --------------  -------------  --------------
                                -------------  --------------  -------------  --------------
  Units Outstanding:             654,425.374     773,942.356   2,622,030.390  3,452,718.980
Net Asset Value per Unit:
  Select*Life I                   $15.890521      $25.660930     $27.587247      $29.496120
  Select*Life Series 2000         $11.630991      $13.428116     $16.455088      $15.517378
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       54
<PAGE>
 
   
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                                  FIDELITY'S VIPF
                                  FIDELITY'S    FIDELITY'S VIPF          II         FIDELITY'S VIPF   FIDELITY'S VIPF
                                     VIPF              II            INVESTMENT            II                II
                                   OVERSEAS      ASSET MANAGER       GRADE BOND        INDEX 500         CONTRAFUND
                                  PORTFOLIO        PORTFOLIO         PORTFOLIO         PORTFOLIO         PORTFOLIO
                                --------------  ----------------  ----------------  ----------------  ----------------
<S>                             <C>             <C>               <C>               <C>               <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)
  High Income Portfolio
    1,174,765 shares (cost
    $13,271)
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)                          $22,958
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)                                           $28,756
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)                                                               $3,222
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)                                                                                 $7,585
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)                                                                                                  $10,173
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)
  Growth and Income Fund
    470,133 shares (cost
    $9,975)
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)
  Voyager Fund
    872,112 shares (cost
    $25,432)
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                --------------  ----------------  ----------------  ----------------  ----------------
  Total Assets                        $22,958          $28,756            $3,222            $7,585           $10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
                                --------------  ----------------  ----------------  ----------------  ----------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risk:                           $10              $13                $1                $2                $-
Policyowners' Equity:                  22,948           28,743             3,221             7,583            10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
  Total Liabilities and
    Policyowners' Equity              $22,958          $28,756            $3,222            $7,585           $10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
                                --------------  ----------------  ----------------  ----------------  ----------------
  Units Outstanding:            1,536,316.506    1,892,481.312       247,189.999       441,948.368       686,514.792
Net Asset Value per Unit:
  Select*Life I                    $18.132967       $17.774921        $14.638773        $17.724683                $-
  Select*Life Series 2000          $12.518269       $12.498123        $11.631128        $16.991905        $14.817873
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       55
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                 STATEMENT OF ASSETS AND LIABILITIES, Continued
    
 
   
                               December 31, 1996
                   (In Thousands, Except Share and Unit Data)
    
 
   
 
<TABLE>
<CAPTION>
                                                                  PUTNAM'S VT
                                 PUTNAM'S VT     PUTNAM'S VT       UTILITIES
                                 DIVERSIFIED      GROWTH AND        GROWTH        PUTNAM'S VT
                                    INCOME          INCOME        AND INCOME        VOYAGER
ASSETS:                              FUND            FUND            FUND             FUND
- ------------------------------  --------------  --------------  ---------------  --------------
<S>                             <C>             <C>             <C>              <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)
  High Income Portfolio
    1,174,765 shares (cost
    13,271)
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)                            $1,396
  Growth and Income Fund
    470,133 shares (cost
    $9,975)                                           $11,547
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)                                                             $1,551
  Voyager Fund
    872,112 shares (cost
    $25,432)                                                                           $28,370
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                --------------  --------------  ---------------  --------------
  Total Assets                         $1,396         $11,547           $1,551         $28,370
                                --------------  --------------  ---------------  --------------
                                --------------  --------------  ---------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risks:                           $1              $-               $4              $6
Policyowners' Equity:                   1,395          11,547            1,547          28,364
                                --------------  --------------  ---------------  --------------
  Total Liabilities and
    Policyowners' Equity               $1,396         $11,547           $1,551         $28,370
                                --------------  --------------  ---------------  --------------
                                --------------  --------------  ---------------  --------------
  Units Outstanding:              112,611.941     691,973.875      107,970.108   1,750,710.230
Net Asset Value per Unit:
  Select*Life I                    $12.597066      $16.669506       $14.583970      $16.420248
  Select*Life Series 2000          $12.377481      $16.688048       $14.292632      $16.172504
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       56
<PAGE>
 
   
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                 PUTNAM'S VT     PUTNAM'S VT    NORTHSTAR'S
                                 ASIA PACIFIC        NEW          INCOME        NORTHSTAR'S
                                    GROWTH      OPPORTUNITIES   AND GROWTH   MULTI-SECTOR BOND
                                     FUND            FUND          FUND            FUND             TOTAL
                                --------------  --------------  -----------  -----------------  --------------
<S>                             <C>             <C>             <C>          <C>                <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)                                                                                             $8,331
  High Income Portfolio
    1,174,765 shares (cost
    13,271)                                                                                             14,708
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)                                                                                            58,229
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)                                                                                            76,966
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)                                                                                            22,958
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)                                                                                            28,756
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)                                                                                              3,222
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)                                                                                              7,585
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)                                                                                             10,173
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)                                                                                              1,396
  Growth and Income Fund
    470,133 shares (cost
    $9,975)                                                                                             11,547
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)                                                                                              1,551
  Voyager Fund
    872,112 shares (cost
    $25,432)                                                                                            28,370
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)                            $1,608                                                            1,608
  New Opportunities Fund
    587,344 shares (cost
    $10,080)                                          $10,114                                           10,114
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)                                          $590                                590
  Multi-Sector Bond Fund
    56,204 shares (cost $292)                                                           $295               295
                                --------------  --------------  -----------  -----------------  --------------
  Total Assets                         $1,608         $10,114          $590             $295          $286,399
                                --------------  --------------  -----------  -----------------  --------------
                                --------------  --------------  -----------  -----------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risks:                           $-              $1            $-               $-              $126
Policyowners' Equity:                   1,608          10,113           590              295          $286,273
                                --------------  --------------  -----------  -----------------  --------------
  Total Liabilities and
    Policyowners' Equity               $1,608         $10,114          $590             $295          $286,399
                                --------------  --------------  -----------  -----------------  --------------
                                --------------  --------------  -----------  -----------------  --------------
  Units Outstanding:              144,086.091     681,263.859    42,551.251       22,576.638    15,861,312.069
Net Asset Value per Unit:
  Select*Life I                            $-              $-            $-               $-
  Select*Life Series 2000          $11.161174      $14.844820    $13.870191       $13.078392
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       57
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                      STATEMENT OF OPERATIONS AND CHANGES
    
   
                            IN POLICYOWNERS' EQUITY
    
   
                                 (In Thousands)
    
 
   
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                                   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                                                       1996           1995           1994
                                                                                   -------------  -------------  -------------
<S>                                                                                <C>            <C>            <C>
Net investment income:
  Reinvested dividend income.....................................................       $2,990         $2,259         $1,454
  Reinvested capital gains.......................................................        8,110          1,456          2,880
  Mortality and expense risk charge..............................................       (1,935)        (1,186)          (692)
                                                                                   -------------  -------------  -------------
    Net investment income and capital gains......................................        9,165          2,529          3,642
                                                                                   -------------  -------------  -------------
Realized and unrealized gains (losses):
  Net realized gains on redemptions of fund shares...............................        3,085          1,345            896
  Increase (decrease) in unrealized appreciation of investments..................       15,731         27,857         (4,458)
                                                                                   -------------  -------------  -------------
    Net realized and unrealized gains (losses)...................................       18,816         29,202         (3,562)
                                                                                   -------------  -------------  -------------
      Net additions from operations..............................................       27,981         31,731             80
                                                                                   -------------  -------------  -------------
Policyowner transactions:
  Net premium payments...........................................................      108,108         66,506         49,268
  Transfers from (to) Fixed Accounts.............................................           95           (401)           (35)
  Policy loans...................................................................       (2,266)        (1,582)          (781)
  Loan collateral interest crediting.............................................          174            101             69
  Surrenders.....................................................................       (5,080)        (3,576)        (2,080)
  Death benefits.................................................................         (203)          (220)           (87)
  Cost of insurance charges......................................................      (19,202)       (12,860)        (8,762)
  Death benefit guarantee charges................................................         (459)          (488)          (531)
  Monthly expense charges........................................................       (2,932)        (1,831)        (1,057)
                                                                                   -------------  -------------  -------------
    Additions for policyowner transactions.......................................       78,235         45,649         36,004
                                                                                   -------------  -------------  -------------
      Net additions for the year.................................................      106,216         77,380         36,084
Policyowners' Equity, beginning of the year......................................      180,057        102,677         66,593
                                                                                   -------------  -------------  -------------
Policyowners' Equity, end of the year............................................     $286,273       $180,057       $102,677
                                                                                   -------------  -------------  -------------
                                                                                   -------------  -------------  -------------
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       58
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                         NOTES TO FINANCIAL STATEMENTS
    
 
   
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    
   
  ORGANIZATION AND CONTRACTS:
  ReliaStar Select*Life Variable Account (the "Account") is a separate account
  of ReliaStar Life Insurance Company ("ReliaStar Life"), a wholly owned
  subsidiary of ReliaStar Financial Corp (formerly The NWNL Companies, Inc.).
  The Account is registered as a unit investment trust under the Investment
  Company Act of 1940.
    
 
   
  Payments received under the contracts are allocated to Sub-Accounts of the
  Account, each of which invested in one of the Funds listed below during the
  year:
    
 
   
<TABLE>
<CAPTION>
FIDELITY'S VIPF AND VIPF II:                PUTNAM VT:                                  NORTHSTAR FUNDS:
- ------------------------------------------  ------------------------------------------  ------------------------------------------
<S>                                         <C>                                         <C>
Money Market Portfolio                      Diversified Income Fund                     Income and Growth Fund
High Income Portfolio                       Growth and Income Fund                      Multi-Sector Bond Fund
Equity-Income Portfolio                     Utilities Growth and Income Fund
Growth Portfolio                            Voyager Fund
Overseas Portfolio                          Asia Pacific Growth Fund
Asset Manager Portfolio                     New Opportunities Fund
Investment Grade Bond Portfolio
Index 500 Portfolio
Contrafund Portfolio
</TABLE>
    
 
   
  Northstar Investment Management Corporation, an affiliate of ReliaStar Life,
  is the investment adviser for the two Northstar Funds and is paid fees for its
  services by the Northstar Funds. Fidelity Management & Research Company is the
  investment adviser for Fidelity's VIPF and VIPF II and is paid for its
  services by the VIPF and VIPF II Portfolios. Putnam Investment Management,
  Inc. is the investment adviser for the Putnam VT Funds and is paid fees for
  its services by the Putnam VT Funds. On May 3, 1993, ReliaStar Life added the
  Sub-Account investing in the VIPF II Index 500 Portfolio. On January 1, 1994,
  Sub-Accounts investing in Putnam VT's Diversified Income Fund, Growth and
  Income Fund, Utilities Growth and Income Fund and Voyager Fund were made
  available through the Select*Life Series 2000 policies and on May 2, 1994,
  Sub-Accounts investing in these Putnam VT Funds were made available to
  Select*Life I policies. On December 30, 1994, Sub-Accounts investing in the
  Northstar Funds were made available to Select*Life Series 2000 policies. On
  April 30, 1995 Sub-Accounts investing in the VIPF II Contrafund Portfolio, the
  Putnam VT Asia Pacific Growth Fund and the Putnam VT New Opportunities Fund
  were made available to Select*Life Series 2000 policies.
    
 
   
  SECURITIES VALUATION AND TRANSACTIONS:
  The market value of investments in the Sub-Accounts is based on the closing
  net asset values of the Fund shares held at the end of the period. Investment
  transactions are accounted for on the trade date (date the order to purchase
  or redeem is executed) and dividend income and capital distributions are
  recorded on the ex-dividend date. Net realized gains and losses on redemptions
  of shares of the Funds are determined on the basis of specific identification
  of Fund's share costs. Net investment income and realized and unrealized gain
  (loss) on investments of each Sub-Account are allocated to the Policies on
  each valuation date based on each policy's pro-rata share of the net assets of
  each Sub-Account as of the beginning of the valuation period.
    
 
   
2. FEDERAL INCOME TAXES:
    
   
  Under current tax law, the income, gains and losses from the separate account
  investments are not taxable to either the Account or ReliaStar Life.
    
 
   
3. POLICY CHARGES:
    
   
  Certain charges are made by ReliaStar Life to Policyowners' Variable
  Accumulation Values in the Account in accordance with the terms of the
  Policies. These charges may include: Cost of Insurance, computed as set forth
  in the Policies; a Monthly Expense Charge as set forth in the Policies: Death
  Benefit Guarantee Charge; Optional Insurance benefit charges based upon the
  policy terms for optional benefits; and Surrender Charges and Sales Charge
  Refunds, as set forth in the Policies.
    
 
   
4. RELIASTAR LIFE'S SELECT FUNDS:
    
   
  On May 1, 1995, Select Capital Growth Fund, Inc. ("SCG") and Select Managed
  Fund, Inc. ("SMF") were liquidated, and Policy Owners' values in the
  Sub-Accounts investing in SCG and SMF were transferred to the Sub-Accounts
  investing in shares of the VIPF Growth Portfolio and VIPF II Asset Manager
  Portfolio, respectively.
    
 
                                       59
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
5. INVESTMENTS:
    
   
   The net realized gains (losses) on redemptions of fund shares during the
   years ended December 31, 1996, 1995 and 1994 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                                                    SELECT
                                                                                                CAPITAL GROWTH
                                                        TOTAL                                     FUND, INC.
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........        $19,497        $18,128         $7,424             $-         $2,470           $347
Cost...............................         16,412         16,783          6,528              -          2,608            385
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......         $3,085         $1,345           $896             $-          $(138)          $(38)
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                     HIGH INCOME                                 EQUITY INCOME
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........         $1,328         $1,149           $551         $2,160         $1,111         $1,079
Cost...............................          1,166            947            407          1,348            821            877
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $162           $202           $144           $812           $290           $202
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF II                           FIDELITY'S VIPF II
                                                    ASSET MANAGER                              INVESTMENT GRADE
                                                      PORTFOLIO                                 BOND PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........         $1,703         $2,494           $941           $483           $329           $247
Cost...............................          1,534          2,326            839            471            327            254
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $169           $168           $102            $12             $2            $(7)
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       60
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                       SELECT                                   FIDELITY'S VIPF
                                                       MANAGED                                   MONEY MARKET
                                                     FUND, INC.                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........             $-         $4,660           $820         $7,266         $2,499         $1,572
Cost...............................              -          4,677            741          7,266          2,499          1,572
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $-           $(17)           $79             $-             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                       GROWTH                                      OVERSEAS
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........         $2,114           $967         $1,007         $1,483         $1,486           $729
Cost...............................          1,134            538            717          1,129          1,219            606
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $980           $429           $290           $354           $267           $123
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF II                           FIDELITY'S VIPF II
                                                      INDEX 500                                   CONTRAFUND
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $261           $208            $53           $235            $92             $-
Cost...............................            181            168             53            210             79              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $80            $40             $-            $25            $13             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       61
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
5. INVESTMENTS (CONTINUED):
    
   
   The net realized gains (losses) on redemptions of fund shares during the
   years ended December 31, 1996, 1995 and 1994 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                                 DIVERSIFIED INCOME                            GROWTH AND INCOME
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $293            $40             $9           $464           $102             $7
Cost...............................            283             38              9            339             85              7
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $10             $2             $-           $125            $17             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                                    ASIA PACIFIC                               NEW OPPORTUNITIES
                                                     GROWTH FUND                                     FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $259            $23             $-           $517           $113             $-
Cost...............................            245             23              -            418             91              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $14             $-             $-            $99            $22             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       62
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                             UTILITIES GROWTH AND INCOME                            VOYAGER
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $354           $184            $49           $517           $154            $13
Cost...............................            283            164             48            348            126             13
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $71            $20             $1           $169            $28             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     NORTHSTAR'S                                  NORTHSTAR'S
                                                  INCOME AND GROWTH                            MULTI-SECTOR BOND
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........            $30             $3             $-            $30            $44             $-
Cost...............................             28              3              -             29             44              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $2             $-             $-             $1             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       63
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
6. POLICYOWNERS' TRANSACTIONS:
    
   
   Unit transactions in each Sub-Account for the years ended December 31, 1996,
   1995 and 1994 were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                   SELECT CAPITAL                                   SELECT
                                                       GROWTH                                       MANAGED
                                                     FUND, INC.                                   FUND, INC.
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding, beginning of
  year.............................              -    157,399.779    162,138.780              -    286,168.977    311,725.041
Units purchased....................              -      9,126.623     27,211.524              -     12,895.412     43,556.351
Units redeemed.....................              -     (7,913.917)   (21,989.106)             -    (10,403.233)   (46,804.601)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................              -   (158,612.485)    (9,961.419)             -   (288,661.156)   (22,307.814)
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding, end of year.....              -              -    157,399.779              -              -    286,168.977
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                       GROWTH                                      OVERSEAS
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding, beginning of
  year.............................  2,622,289.757  1,761,649.810  1,096,817.909  1,229,928.330    900,424.038    379,052.212
Units purchased....................  1,248,929.016  1,030,790.587    953,158.878    536,747.626    617,148.362    556,399.917
Units redeemed.....................   (429,120.324)  (342,106.549)  (244,337.361)  (188,865.914)  (177,939.623)  (111,750.664)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     10,620.532    171,955.909    (43,989.616)   (41,493.536)  (109,704.447)    76,722.573
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................  3,452,718.980  2,622,289.757  1,761,649.810  1,536,316.506  1,229,928.330    900,424.038
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       64
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                    MONEY MARKET                                  HIGH INCOME
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding, beginning of
  year.............................    454,516.667    240,089.964    156,045.604    577,083.123    397,251.963    254,797.519
Units purchased....................    680,738.566    409,244.895    165,487.964    307,417.472    262,813.321    211,773.478
Units redeemed.....................    (88,518.792)   (51,202.041)   (28,807.773)   (91,762.343)   (82,813.141)   (56,358.865)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................   (392,311.067)  (143,616.151)   (52,635.831)   (18,795.895)      (169.020)   (12,960.169)
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding, end of year.....    654,425.374    454,516.667    240,089.964    773,942.356    577,083.123    397,251.963
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
 
<CAPTION>
                                                   FIDELITY'S VIPF
                                                    EQUITY-INCOME
                                                      PORTFOLIO
                                     -------------------------------------------
                                      Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>
Units outstanding, beginning of
  year.............................  2,023,713.030  1,463,010.155  1,055,644.747
Units purchased....................    931,595.789    749,089.473    601,244.662
Units redeemed.....................   (293,135.228)  (256,323.181)  (192,736.128)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    (40,143.201)    67,936.583     (1,143.126)
                                     -------------  -------------  -------------
Units outstanding, end of year.....  2,622,030.390  2,023,713.030  1,463,010.155
                                     -------------  -------------  -------------
                                     -------------  -------------  -------------
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                  FIDELITY'S VIPF II                             FIDELITY'S VIPF II
                                                     ASSET MANAGER                                INVESTMENT GRADE
                                                       PORTFOLIO                                   BOND PORTFOLIO
                                    -----------------------------------------------  ------------------------------------------
                                      Year ended       Year ended      Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,         Dec. 31,        Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996             1995            1994           1996           1995           1994
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
<S>                                 <C>              <C>              <C>            <C>            <C>            <C>
Units outstanding, beginning of
  year.............................  1,704,151.254    1,132,373.018    397,491.821    214,771.624    153,890.893    73,061.118
Units purchased....................    516,081.976      711,584.303    860,156.216     83,199.869     89,695.793    93,970.791
Units redeemed.....................   (233,834.183)    (245,931.324)  (135,570.699)   (26,334.967)   (25,144.781)  (15,634.489)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    (93,917.735)     106,125.257     10,295.680    (24,446.527)    (3,670.281)    2,493.473
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
Units outstanding,
  end of year......................  1,892,481.312    1,704,151.254   1,132,373.018   247,189.999    214,771.624   153,890.893
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
 
<CAPTION>
                                                FIDELITY'S VIPF II
                                                     INDEX 500
                                                     PORTFOLIO
                                     -----------------------------------------
                                      Year ended     Year ended    Year ended
                                       Dec. 31,       Dec. 31,      Dec. 31,
                                         1996           1995          1994
                                     -------------  ------------  ------------
<S>                                 <C>             <C>           <C>
Units outstanding, beginning of
  year.............................   181,509.017    70,686.713    23,356.992
Units purchased....................   235,038.604   108,548.505    53,563.087
Units redeemed.....................   (42,862.946)  (20,962.032)   (8,321.224)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    68,263.694    23,235.831     2,087.858
                                     -------------  ------------  ------------
Units outstanding,
  end of year......................   441,948.368   181,509.017    70,686.713
                                     -------------  ------------  ------------
                                     -------------  ------------  ------------
</TABLE>
    
 
                                       65
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
6. POLICYOWNERS' TRANSACTIONS (CONTINUED):
    
   
   Unit transactions in each Sub-Account for the years ended December 31, 1996,
   1995 and 1994 were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF II                               PUTNAM'S VT
                                                     CONTRAFUND                               DIVERSIFIED INCOME
                                                      PORTFOLIO                                      FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................    160,147.180              -              -     70,401.445     25,076.593              -
Units purchased....................    558,061.891    131,616.362              -     60,427.261     37,489.819     18,122.626
Units reedeemed....................    (83,680.846)   (12,028.370)             -    (11,808.045)    (7,437.939)    (1,598.271)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     51,986.567     40,559.188              -     (6,408.720)    15,272.972      8,552.238
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................    686,514.792    160,147.180              -    112,611.941     70,401.445     25,076.593
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                                 ASIA PACIFIC GROWTH                           NEW OPPORTUNITIES
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................     29,436.771              -              -    110,223.166              -              -
Units purchased....................    111,743.026     25,202.823              -    536,749.300     86,605.419              -
Units redeemed.....................    (15,459.659)    (2,640.223)             -    (71,815.080)    (8,233.093)             -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     18,365.954      6,874.171              -    106,106.472     31,850.840              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................    144,086.091     29,436.771              -    681,263.859    110,223.166              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       66
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                                  GROWTH AND INCOME                          UTILITIES GROWTH AND
                                                        FUND                                      INCOME FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................    282,045.753     64,421.965              -     81,748.531     46,807.467              -
Units purchased....................    406,240.138    209,131.345     61,265.475     52,797.542     47,951.821     30,500.830
Units reedeemed....................    (74,223.988)   (32,341.113)    (6,093.938)   (16,817.701)   (10,123.479)    (3,408.255)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     77,911.972     40,833.556      9,250.428     (9,758.265)    (2,887.278)    19,714.892
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................    691,973.875    282,045.753     64,421.965    107,970.108     81,748.531     46,807.467
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
 
<CAPTION>
                                                     PUTNAM'S VT
                                                       VOYAGER
                                                        FUND
                                     -------------------------------------------
                                      Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>
Units outstanding,
  beginning of year................    781,013.273    199,880.663              -
Units purchased....................  1,040,657.483    611,602.541    191,562.886
Units reedeemed....................   (220,017.675)  (101,392.794)   (18,498.061)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    149,057.148     70,922.863     26,815.838
                                     -------------  -------------  -------------
Units outstanding,
  end of year......................  1,750,710.230    781,013.273    199,880.663
                                     -------------  -------------  -------------
                                     -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     NORTHSTAR'S                                  NORTHSTAR'S
                                                  INCOME AND GROWTH                            MULTI-SECTOR BOND
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................      8,746.326              -              -      9,904.096              -              -
Units purchased....................     33,180.420      6,057.272              -     10,103.684      3,255.666              -
Units redeemed.....................     (3,841.706)      (537.367)             -     (1,468.579)      (424.093)             -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................      4,466.211      3,226.421              -      4,037.437      7,072.523              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................     42,551.251      8,746.326              -     22,576.638      9,904.096              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       67
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, Continued
 
7. COMBINING STATEMENT OF OPERATIONS AND CHANGES IN POLICYOWNERS' EQUITY:
    
   
   Operations and changes in Policyowners' equity for the year ended December
   31, 1996 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                           FIDELITY'S  FIDELITY'S  FIDELITY'S                          FIDELITY'S
                                              VIPF        VIPF        VIPF     FIDELITY'S  FIDELITY'S   VIPF II
                                             MONEY        HIGH      EQUITY-       VIPF        VIPF       ASSET
                                             MARKET      INCOME      INCOME      GROWTH     OVERSEAS    MANAGER
                                  TOTAL    PORTFOLIO   PORTFOLIO   PORTFOLIO   PORTFOLIO   PORTFOLIO   PORTFOLIO
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                             <C>        <C>         <C>         <C>         <C>         <C>         <C>
Net investment income:
  Reinvested dividend
    income....................     $2,990       $417        $832         $67        $156        $202        $840
  Reinvested capital gains....      8,110          -         163       1,929       3,939         223         692
  Mortality and expense risk
    charge....................     (1,935)       (68)       (103)       (458)       (557)       (119)       (210)
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
      Net investment income
        (loss)
        and capital gains.....      9,165        349         892       1,538       3,538         306       1,322
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
Realized and unrealized gains
  (losses):
  Net realized gains on
    redemptions
    of fund shares............      3,085          -         162         812         980         354         169
  Increase (decrease) in
    unrealized
    appreciation on
    investments...............     15,731          -         473       3,943       3,837       1,706       1,834
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
      Net realized and
        unrealized gains
        (losses)..............     18,816          -         635       4,755       4,817       2,060       2,003
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
        Net additions
          from operations.....     27,981        349       1,527       6,293       8,355       2,366       3,325
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
Policyowner transactions:
  Net premium payments........    108,108      7,798       4,359      15,950      21,247       6,819       6,607
  Transfers from (to) Fixed
    Account...................         95     (4,502)       (267)       (782)        329        (582)     (1,215)
  Policy loans................     (2,266)       (97)        (67)       (576)       (758)       (235)       (209)
  Loan collateral interest
    crediting.................        174          7           9          49          57          16          26
  Surrenders..................     (5,080)      (164)       (286)       (977)     (1,807)       (493)       (545)
  Death benefits..............       (203)        (1)        (10)        (72)        (53)        (17)        (25)
  Cost of insurance charges...    (19,202)      (698)       (995)     (3,423)     (4,894)     (1,500)     (1,948)
  Death benefit guarantee
    charges...................       (459)        (8)        (32)       (115)       (173)        (47)        (61)
  Monthly expense charges.....     (2,932)       (62)       (121)       (475)       (739)       (227)       (262)
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
      Net additions for
        policyowner
        transactions..........     78,235      2,273       2,590       9,579      13,209       3,734       2,368
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
        Net additions
          for the year........    106,216      2,622       4,117      15,872      21,564       6,100       5,693
Policyowners' Equity,
  beginning of the year.......    180,057      5,704      10,578      42,335      55,354      16,848      23,050
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
Policyowners' Equity,
  end of the year.............   $286,273     $8,326     $14,695     $58,207     $76,918     $22,948     $28,743
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
                                ---------  ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>
    
 
                                       68
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                FIDELITY'S
                                  VIPF II                              PUTNAM'S     PUTNAM'S
                                INVESTMENT   FIDELITY'S  FIDELITY'S       VT           VT
                                   GRADE      VIPF II      VIPF II    DIVERSIFIED  GROWTH AND
                                   BOND      INDEX 500   CONTRAFUND     INCOME       INCOME
                                 PORTFOLIO   PORTFOLIO    PORTFOLIO      FUND         FUND
                                -----------  ----------  -----------  ----------  ------------
<S>                             <C>          <C>         <C>          <C>         <C>
Net investment income:
  Reinvested dividend
    income....................        $139         $33           $-         $63          $117
  Reinvested capital gains....           -          84           22           -           204
  Mortality and expense risk
    charge....................         (24)        (40)         (48)        (10)          (60)
                                -----------  ----------  -----------  ----------  ------------
      Net investment income
        (loss)
        and capital gains.....         115          77          (26)         53           261
                                -----------  ----------  -----------  ----------  ------------
Realized and unrealized gains
  (losses):
  Net realized gains on
    redemptions
    of fund shares............          12          80           25          10           125
  Increase (decrease) in
    unrealized
    appreciation on
    investments...............         (51)        793        1,155          25         1,043
                                -----------  ----------  -----------  ----------  ------------
      Net realized and
        unrealized gains
        (losses)..............         (39)        873        1,180          35         1,168
                                -----------  ----------  -----------  ----------  ------------
        Net additions
          from operations.....          76         950        1,154          88         1,429
                                -----------  ----------  -----------  ----------  ------------
Policyowner transactions:
  Net premium payments........         986       3,577        7,406         696         6,047
  Transfers from (to) Fixed
    Account...................        (300)      1,125          730         (65)        1,274
  Policy loans................         (19)         (9)         (21)         (4)          (38)
  Loan collateral interest
    crediting.................           1           1            -           -             1
  Surrenders..................         (47)        (76)         (60)        (17)         (109)
  Death benefits..............          (5)         (4)           -          (1)           (5)
  Cost of insurance charges...        (211)       (447)        (837)        (92)         (784)
  Death benefit guarantee
    charges...................          (6)         (5)           -          (1)           (2)
  Monthly expense charges.....         (27)        (86)        (155)        (15)         (130)
                                -----------  ----------  -----------  ----------  ------------
      Net additions for
        policyowner
        transactions..........         372       4,076        7,063         501         6,254
                                -----------  ----------  -----------  ----------  ------------
        Net additions
          for the year........         448       5,026        8,217         589         7,683
Policyowners' Equity,
  beginning of the year.......       2,773       2,557        1,956         806         3,864
                                -----------  ----------  -----------  ----------  ------------
Policyowners' Equity,
  end of the year.............      $3,221      $7,583      $10,173      $1,395       $11,547
                                -----------  ----------  -----------  ----------  ------------
                                -----------  ----------  -----------  ----------  ------------
</TABLE>
    
 
                                       69
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
7. COMBINING STATEMENT OF OPERATIONS AND CHANGES IN POLICYOWNERS' EQUITY
   (CONTINUED):
    
   
   Operations and changes in Policyowners' equity for the year ended December
   31, 1996 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                              PUTNAM'S
                                                  PUTNAM'S                       VT         PUTNAM'S
                                                     VT          PUTNAM'S       ASIA           VT        NORTHSTAR'S  NORTHSTAR'S
                                              UTILITIES GROWTH      VT         PACIFIC         NEW       INCOME AND   MULTI-SECTOR
                                                 AND INCOME       VOYAGER      GROWTH     OPPORTUNITIES    GROWTH         BOND
                                                    FUND           FUND         FUND          FUND          FUND          FUND
                                              ----------------  -----------  -----------  -------------  -----------  ------------
<S>                                           <C>               <C>          <C>          <C>            <C>          <C>
Net investment income:
  Reinvested dividend income................     $       41      $      48    $       8     $       -     $      13    $       14
  Reinvested capital gains..................              -            811            -             -            38             5
  Mortality and expense risk charge.........            (11)          (171)          (8)          (44)           (3)           (1)
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net investment income
        (loss) and capital gains............             30            688            -           (44)           48            18
                                                   --------     -----------  -----------  -------------  -----------  ------------
Realized and unrealized gains (losses):
  Net realized gains on
    redemptions of fund shares..............             71            169           14            99             2             1
  Increase (decrease) in unrealized
    appreciation on investments.............             83            921           54           (86)           (2)            3
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net realized and
        unrealized gains....................            154          1,090           68            13             -             4
                                                   --------     -----------  -----------  -------------  -----------  ------------
        Net additions (reductions)
          from operations...................            184          1,778           68           (31)           48            22
                                                   --------     -----------  -----------  -------------  -----------  ------------
Policyowner transactions:
  Net premium payments......................            663         16,198        1,193         8,025           413           124
  Transfers (to) from Fixed Account.........           (104)         2,466          204         1,664            68            52
  Policy loans..............................            (36)          (187)          (2)           (8)            -             -
  Loan collateral interest crediting........              1              6            -             -             -             -
  Surrenders................................            (35)          (395)          (5)          (64)            -             -
  Death benefits............................             (4)            (6)           -             -             -             -
  Cost of insurance charges.................           (117)        (2,268)        (130)         (804)          (39)          (15)
  Death benefit guarantee charges...........             (1)            (8)           -             -             -             -
  Monthly expense charges...................            (19)          (430)         (21)         (154)           (7)           (2)
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net additions for
        policyowner transactions............            348         15,376        1,239         8,659           435           159
                                                   --------     -----------  -----------  -------------  -----------  ------------
        Net additions
          for the year......................            532         17,154        1,307         8,628           483           181
 
Policyowners' Equity,
  beginning of the year.....................          1,015         11,210          301         1,485           107           114
                                                   --------     -----------  -----------  -------------  -----------  ------------
Policyowners' Equity,
  end of the year...........................     $    1,547      $  28,364    $   1,608     $  10,113     $     590    $      295
                                                   --------     -----------  -----------  -------------  -----------  ------------
                                                   --------     -----------  -----------  -------------  -----------  ------------
</TABLE>
    
 
                                       70
<PAGE>
   
                          INDEPENDENT AUDITORS' REPORT
    
 
   
Board of Directors and Shareholder
ReliaStar Life Insurance Company
(A Wholly Owned Subsidiary of ReliaStar Financial Corp.)
Minneapolis, Minnesota
    
 
   
    We  have audited the  accompanying consolidated balance  sheets of ReliaStar
Life Insurance Company, formerly known  as Northwestern National Life  Insurance
Company,  and Subsidiaries  as of  December 31, 1996  and 1995,  and the related
statements of income, shareholder's equity, and  cash flows for each of the  two
years  in the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express  an
opinion on these financial statements based on our audits.
    
 
   
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
    
 
   
    In  our  opinion, the  consolidated financial  statements referred  to above
present fairly, in all  material respects, the  financial position of  ReliaStar
Life Insurance Company and Subsidiaries as of December 31, 1996 and 1995 and the
results  of their operations and  their cash flows for each  of the two years in
the period  ended  December  31,  1996 in  conformity  with  generally  accepted
accounting principles.
    
 
   
DELOITTE & TOUCHE LLP
    
 
   
Minneapolis, Minnesota
    
   
January 31, 1997, except for Note 14,
    
   
as to which the date is February 23, 1997
    
 
                                       71
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                          CONSOLIDATED BALANCE SHEETS
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                           DECEMBER 31
                                                                       --------------------
                                                                         1996
                                                                       ---------
                                                   ASSETS                           1995
                                                                                  ---------
<S>                                                                    <C>        <C>
Investments
  Fixed Maturity Securities (Amortized Cost: 1996, $8,993.5; 1995,
   $8,485.4).........................................................  $ 9,298.2  $ 9,053.7
  Equity Securities (Cost: 1996, $32.0; 1995, $34.8).................       36.9       35.9
  Mortgage Loans on Real Estate......................................    1,855.4    1,948.4
  Real Estate and Leases.............................................       77.5       97.9
  Policy Loans.......................................................      549.0      499.8
  Other Invested Assets..............................................       60.2       47.0
  Short-Term Investments.............................................       99.3      122.4
                                                                       ---------  ---------
    Total Investments................................................   11,976.5   11,805.1
Cash.................................................................       15.9       43.0
Accounts and Notes Receivable........................................      136.9      150.9
Reinsurance Receivable...............................................      199.0      162.9
Deferred Policy Acquisition Costs....................................    1,006.0      860.7
Present Value of Future Profits......................................      220.2      192.0
Property and Equipment, Net..........................................      118.2      122.6
Accrued Investment Income............................................      164.7      164.7
Other Assets.........................................................      319.5      275.0
Participation Fund Account Assets....................................      316.2      319.6
Assets Held in Separate Accounts.....................................    2,096.0    1,369.0
                                                                       ---------  ---------
    Total Assets.....................................................  $16,569.1  $15,465.5
                                                                       ---------  ---------
                                                                       ---------  ---------
 
                                        LIABILITIES
Future Policy and Contract Benefits..................................  $11,332.2  $11,033.2
Pending Policy Claims................................................      287.6      257.7
Other Policyholder Funds.............................................      190.6      174.4
Notes and Mortgages Payable - Unaffiliated...........................      170.8      144.6
Note Payable - Parent................................................      100.0      100.0
Income Taxes.........................................................      135.3      169.2
Other Liabilities....................................................      338.4      328.9
Participation Fund Account Liabilities...............................      316.2      319.6
Liabilities Related to Separate Accounts.............................    2,090.5    1,362.9
                                                                       ---------  ---------
    Total Liabilities................................................   14,961.6   13,890.5
                                                                       ---------  ---------
 
                                   SHAREHOLDER'S EQUITY
Common Stock (2.0 Million Shares Issued in 1996 and 1995)............        2.5        2.5
Additional Paid-In Capital...........................................      538.9      538.9
Net Unrealized Investment Gains......................................      140.8      246.8
Retained Earnings....................................................      925.3      786.8
                                                                       ---------  ---------
    Total Shareholder's Equity.......................................    1,607.5    1,575.0
                                                                       ---------  ---------
      Total Liabilities and Shareholder's Equity.....................  $16,569.1  $15,465.5
                                                                       ---------  ---------
                                                                       ---------  ---------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       72
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                       CONSOLIDATED STATEMENTS OF INCOME
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
                                                                                              1996        1995
                                                                                           ----------  ----------
<S>                                                                                        <C>         <C>
REVENUES
Premiums.................................................................................  $    836.9  $    851.5
Net Investment Income....................................................................       937.2       890.3
Realized Investment Gains................................................................        11.2         7.4
Policy and Contract Charges..............................................................       245.9       218.5
Other Income.............................................................................        81.8        94.4
                                                                                           ----------  ----------
    Total................................................................................     2,113.0     2,062.1
                                                                                           ----------  ----------
BENEFITS AND EXPENSES
Benefits to Policyholders................................................................     1,288.3     1,321.9
Sales and Operating Expenses.............................................................       370.3       344.4
Amortization of Deferred Policy Acquisition Costs and
 Present Value of Future Profits.........................................................       113.0        90.5
Interest Expense.........................................................................        16.2        13.5
Dividends and Experience Refunds to Policyholders........................................        19.7        23.4
                                                                                           ----------  ----------
    Total................................................................................     1,807.5     1,793.7
                                                                                           ----------  ----------
Income from Continuing Operations before Income Taxes....................................       305.5       268.4
Income Tax Expense.......................................................................       105.9        94.4
                                                                                           ----------  ----------
Income from Continuing Operations........................................................       199.6       174.0
                                                                                           ----------  ----------
Loss from Discontinued Operations, Net of Tax............................................          --        (5.4)
                                                                                           ----------  ----------
    Net Income...........................................................................  $    199.6  $    168.6
                                                                                           ----------  ----------
                                                                                           ----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       73
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31
                                                                                          ----------------------
                                                                                             1996        1995
                                                                                          ----------  ----------
<S>                                                                                       <C>         <C>
COMMON STOCK
Beginning and End of Year...............................................................  $      2.5  $      2.5
                                                                                          ----------  ----------
ADDITIONAL PAID-IN CAPITAL
Beginning of Year.......................................................................       538.9       216.4
Capital Contributions from Parent.......................................................          --       322.5
                                                                                          ----------  ----------
    End of Year.........................................................................       538.9       538.9
                                                                                          ----------  ----------
NET UNREALIZED INVESTMENT GAINS (LOSSES)
Beginning of Year.......................................................................       246.8       (79.4)
Change for the Year.....................................................................      (106.0)      326.2
                                                                                          ----------  ----------
    End of Year.........................................................................       140.8       246.8
                                                                                          ----------  ----------
RETAINED EARNINGS
Beginning of Year.......................................................................       786.8       670.2
Net Income..............................................................................       199.6       168.6
Dividends to Shareholder................................................................       (61.1)      (52.0)
                                                                                          ----------  ----------
    End of Year.........................................................................       925.3       786.8
                                                                                          ----------  ----------
Total Shareholder's Equity..............................................................  $  1,607.5  $  1,575.0
                                                                                          ----------  ----------
                                                                                          ----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       74
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31
                                                                                         ------------------------
                                                                                            1996         1995
                                                                                         -----------  -----------
<S>                                                                                      <C>          <C>
OPERATING ACTIVITIES
Net Income.............................................................................  $     199.6  $     168.6
Adjustments to Reconcile Net Income to Net
 Cash Provided by Operating Activities
  Interest Credited to Insurance Contracts.............................................        500.1        500.1
  Future Policy Benefits...............................................................       (238.9)      (117.5)
  Capitalization of Policy Acquisition Costs...........................................       (196.2)      (176.6)
  Amortization of Deferred Policy Acquisition Costs and
   Present Value of Future Profits.....................................................        113.0         90.5
  Deferred Income Taxes................................................................         22.3         11.5
  Net Change in Receivables and Payables...............................................         47.2          8.5
  Other Assets.........................................................................        (48.4)       (83.4)
  Realized Investment Gains, Net.......................................................        (11.2)        (7.4)
  Other................................................................................          1.6         (3.1)
                                                                                         -----------  -----------
    Net Cash Provided by Operating Activities..........................................        389.1        391.2
                                                                                         -----------  -----------
INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities.......................................        204.1        190.5
Proceeds from Maturities or Repayment of Fixed Maturity Securities
  Available-for-Sale...................................................................        882.3        329.9
  Held-to-Maturity.....................................................................           --        415.6
Cost of Fixed Maturity Securities Acquired
  Available-for-Sale...................................................................     (1,594.7)      (971.4)
  Held-to-Maturity.....................................................................           --       (519.8)
Sales of Equity Securities, Net........................................................          5.6         31.0
Proceeds of Mortgage Loans Sold, Matured or Repaid.....................................        483.8        314.2
Cost of Mortgage Loans Acquired........................................................       (407.3)      (385.2)
Sales of Real Estate and Leases, Net...................................................         35.7         28.8
Policy Loans Issued, Net...............................................................        (49.2)       (63.0)
Sales (Purchases) of Other Invested Assets, Net........................................          (.4)        39.0
Sales (Purchases) of Short-Term Investments, Net.......................................         11.4        (56.4)
                                                                                         -----------  -----------
    Net Cash Used by Investing Activities..............................................       (428.7)      (646.8)
                                                                                         -----------  -----------
FINANCING ACTIVITIES
Deposits to Insurance Contracts........................................................      1,173.3      1,265.6
Maturities and Withdrawals from Insurance Contracts....................................     (1,133.0)    (1,015.3)
Increase in Notes and Mortgages Payable................................................         26.8         72.1
Repayment of Notes and Mortgages Payable...............................................          (.6)        (2.3)
Dividends to Shareholder...............................................................        (54.0)       (41.3)
                                                                                         -----------  -----------
    Net Cash Provided by Financing Activities..........................................         12.5        278.8
                                                                                         -----------  -----------
Increase (Decrease) in Cash............................................................        (27.1)        23.2
Cash at Beginning of Year..............................................................         43.0         19.8
                                                                                         -----------  -----------
Cash at End of Year....................................................................  $      15.9  $      43.0
                                                                                         -----------  -----------
                                                                                         -----------  -----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       75
<PAGE>
   
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 1.CHANGES IN ACCOUNTING PRINCIPLES
    
 
   
    ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS
TO BE DISPOSED OF
    
 
   
    Effective January 1, 1996, ReliaStar Life Insurance Company (ReliaStar Life)
and  its subsidiaries  (the Company)  adopted Statement  of Financial Accounting
Standards (SFAS) No. 121,  "Accounting for the  Impairment of Long-Lived  Assets
and  for  Long-Lived  Assets  to  be  Disposed  Of."  SFAS  No.  121 establishes
accounting  standards  for   the  impairment  of   long-lived  assets,   certain
identifiable  intangibles, and goodwill  related to those assets  to be held and
used and  for  long-lived assets  and  certain identifiable  intangibles  to  be
disposed  of.  This  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles  to be  held and  used  by an  entity be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. Measurement of an impairment
loss for long-lived assets and  identifiable intangibles that an entity  expects
to  hold and  use should  be based on  the fair  value of  the asset. Long-lived
assets and certain identifiable intangibles to  be disposed of must be  reported
at the lower of carrying amount or fair value less cost to sell. The adoption of
this  standard did not have a significant effect on the financial results of the
Company.
    
 
   
    ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN
    
 
   
    Effective January 1, 1995, the Company adopted SFAS No. 114, "Accounting  by
Creditors  for Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors
for Impairment of a  Loan -- Income Recognition  and Disclosures." SFAS No.  114
and  SFAS No. 118 require a company to measure impairment based upon the present
value of expected future cash flows discounted at the loan's effective  interest
rate,  the loan's observable market price or the fair value of the collateral if
the loan is collateral dependent. If foreclosure is probable, the measurement of
impairment must be based upon the fair value of the collateral. The adoption  of
these  standards did not have  a significant effect on  the financial results of
the Company.
    
 
   
NOTE 2.NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
    
 
   
    NATURE OF OPERATIONS
    
 
   
    The Company  is  principally  engaged  in the  business  of  providing  life
insurance and related financial services products. Through its subsidiaries, the
Company  issues and distributes  individual life insurance  and annuities; group
life and health insurance; and life and health reinsurance. The Company operates
primarily in the United States and,  through its subsidiaries, is authorized  to
do business in all 50 states.
    
 
   
    PRINCIPLES OF CONSOLIDATION
    
 
   
    The consolidated financial statements include the accounts of ReliaStar Life
and  its subsidiaries. ReliaStar Life is  a wholly owned subsidiary of ReliaStar
Financial  Corp.  (ReliaStar).  ReliaStar  Life's  principal  subsidiaries   are
Northern  Life  Insurance  Company (Northern),  ReliaStar  United  Services Life
Insurance Company (United Services),  ReliaStar Bankers Security Life  Insurance
Company  (Bankers Security) and ReliaStar  Mortgage Corporation. United Services
and Bankers  Security were  formerly  known as  United Services  Life  Insurance
Company  and Bankers Security Life Insurance Society, respectively. During 1995,
The North Atlantic  Life Insurance Company  of America was  merged into  Bankers
Security.  These consolidated  financial statements  exclude the  effects of all
material intercompany transactions.
    
 
   
    USE OF ESTIMATES
    
 
   
    The  preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of
    
 
                                       76
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2.NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
assets and liabilities, the disclosure  of contingent assets and liabilities  at
the  date of the financial  statements and the reported  amounts of revenues and
expenses during the  reporting period.  Actual results could  differ from  those
estimates.
    
 
   
    INVESTMENTS
    
 
   
    Fixed  maturity  securities  (bonds  and  redeemable  preferred  stocks) are
classified as available-for-sale and are valued at fair value.
    
 
   
    Equity securities  (common stocks  and nonredeemable  preferred stocks)  are
valued at fair value.
    
 
   
    Mortgage  loans  on  real  estate  are carried  at  amortized  cost  less an
impairment allowance for estimated uncollectible amounts.
    
 
   
    Investment real estate owned directly by the Company is carried at cost less
accumulated depreciation  and allowances  for estimated  losses. Investments  in
real  estate  joint ventures  are accounted  for using  the equity  method. Real
estate acquired through foreclosure is carried at the lower of fair value  minus
estimated costs to sell or cost.
    
 
   
    Short-term investments are carried at amortized cost.
    
 
   
    Unrealized  investment  gains  and  losses of  equity  securities  and fixed
maturity securities classified  as available-for-sale, net  of related  deferred
acquisition  costs  (DAC),  present  value and  future  profits  (PVFP)  and tax
effects, are accounted  for as a  direct increase or  decrease in  shareholder's
equity.
    
 
   
    Realized  investment gains  and losses enter  into the  determination of net
income. Realized  investment  gains  and  losses  on  sales  of  securities  are
determined on the specific identification method. Write-offs of investments that
decline  in value below cost  on other than a temporary  basis and the change in
the allowance for mortgage loans and wholly owned real estate are included  with
realized investment gains and losses in the Consolidated Statements of Income.
    
 
   
    The  Company records write-offs or allowances for its investments based upon
an evaluation  of  specific  problem  investments. The  Company  reviews,  on  a
continual  basis,  all  invested  assets  (including  marketable  bonds, private
placements, mortgage loans and real estate investments) to identify  investments
where  the Company has credit concerns. Investments with credit concerns include
those the  Company  has identified  as  problem investments,  which  are  issues
delinquent  in a required payment of principal or interest, issues in bankruptcy
or  foreclosure  and  restructured  or  foreclosed  assets.  The  Company   also
identifies  investments as potential problem  investments, which are investments
where the Company  has serious  doubts as  to the  ability of  the borrowers  to
comply with the present loan repayment terms.
    
 
   
    PROPERTY AND EQUIPMENT
    
 
   
    Property  and equipment are carried at cost, net of accumulated depreciation
of $90.7 million and $79.8 million at December 31, 1996 and 1995,  respectively.
The  Company provides for depreciation of property and equipment using straight-
line and accelerated  methods over  the estimated  useful lives  of the  assets.
Buildings  are generally depreciated  over 35 to  50 years. Depreciation expense
for 1996 and 1995 amounted to $5.9 million and $9.1 million, respectively.
    
 
                                       77
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2.NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    PARTICIPATION FUND ACCOUNT
    
 
   
    On January 3, 1989, the Commissioner  of Commerce of the State of  Minnesota
approved  a Plan  of Conversion  and Reorganization  (the Plan)  which provided,
among other things, for the conversion  of ReliaStar Life from a combined  stock
and mutual insurance company to a stock life insurance company.
    
 
   
    The  Plan provided  for the  establishment of  a Participation  Fund Account
(PFA) for  the  benefit  of  certain  participating  individual  life  insurance
policies  and annuities issued by ReliaStar Life  prior to the effective date of
the Plan. Under the terms of the PFA, the insurance liabilities and assets  with
respect  to such policies are segregated  in the accounting records of ReliaStar
Life to  assure the  continuation of  current policyholder  dividend  practices.
Assets  and liabilities  of the PFA  are presented in  accordance with statutory
accounting practices. Earnings derived from the operation of the PFA will  inure
solely  to the benefit  of the policies covered  by the PFA  and no benefit will
inure to  the  Company. Accordingly,  results  of  operations for  the  PFA  are
excluded from the Company's Consolidated Statements of Income. In the event that
the  assets  of the  PFA are  insufficient to  provide the  contractual benefits
guaranteed  by  the  affected  policies,   ReliaStar  Life  must  provide   such
contractual benefits from its general assets.
    
 
   
    SEPARATE ACCOUNTS
    
 
   
    The Company operates separate accounts. The assets (principally investments)
and  liabilities (principally  to contractholders)  of each  account are clearly
identifiable and  distinguishable  from  other assets  and  liabilities  of  the
Company. Assets are carried at fair value.
    
 
   
    PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS
    
 
   
    RECOGNITION  OF  TRADITIONAL LIFE,  GROUP  AND ANNUITY  PREMIUM  REVENUE AND
BENEFITS TO POLICYHOLDERS -- Traditional  life insurance products include  those
products   with  fixed  and  guaranteed   premiums  and  benefits,  and  consist
principally of whole  life insurance  policies and certain  annuities with  life
contingencies  (immediate  annuities).  Life  insurance  premiums  and immediate
annuity premiums are  recognized as  premium revenue when  due. Group  insurance
premiums  are recognized as  premium revenue over  the time period  to which the
premiums relate. Benefits and expenses are associated with earned premiums so as
to result  in  recognition of  profits  over the  life  of the  contracts.  This
association is accomplished by means of the provision for liabilities for future
policy benefits and the amortization of DAC and PVFP.
    
 
   
    RECOGNITION  OF  UNIVERSAL  LIFE-TYPE  CONTRACTS  REVENUE  AND  BENEFITS  TO
POLICYHOLDERS -- Universal life-type policies are insurance contracts with terms
that are not fixed and guaranteed. The  terms that may be changed could  include
one  or more  of the  amounts assessed  the policyholder,  premiums paid  by the
policyholder or interest accrued to  policyholder balances. Amounts received  as
payments for such contracts are not reported as premium revenues.
    
 
   
    Revenues  for  universal  life-type  policies  consist  of  charges assessed
against policy  account values  for  deferred policy  loading  and the  cost  of
insurance and policy administration. Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.
    
 
   
    RECOGNITION  OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYHOLDERS --
Contracts that do  not subject the  Company to risks  arising from  policyholder
mortality  or  morbidity are  referred  to as  investment  contracts. Guaranteed
Investment Contracts  (GICs)  and  certain  deferred  annuities  are  considered
investment  contracts. Amounts received  as payments for  such contracts are not
reported as premium revenues.
    
 
                                       78
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2.NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    Revenues for investment  contracts consist of  investment income and  policy
administration  charges. Contract benefits  that are charged  to expense include
benefit claims incurred in  the period in excess  of related contract  balances,
and interest credited to contract balances.
    
 
   
    POLICY ACQUISITION COSTS
    
 
   
    Those  costs of  acquiring new business,  which vary with  and are primarily
related to the production of new business, have been deferred to the extent that
such costs are deemed recoverable. Such costs include commissions, certain costs
of policy issuance and underwriting and certain variable agency expenses.
    
 
   
    Costs deferred related to traditional life insurance are amortized over  the
premium  paying period of  the related policies,  in proportion to  the ratio of
annual premium revenues to total anticipated premium revenues. Such  anticipated
premium  revenues are  estimated using the  same assumptions  used for computing
liabilities for future policy benefits.
    
 
   
    Costs deferred  related  to  universal  life-type  policies  and  investment
contracts  are amortized  over the  lives of  the policies,  in relation  to the
present value of estimated gross  profits from mortality, investment,  surrender
and expense margins.
    
 
   
    PRESENT VALUE OF FUTURE PROFITS
    
 
   
    The present value of future profits reflects the estimated fair value of the
acquired  insurance  business  in  force  and  represents  the  portion  of  the
acquisition cost  that was  allocated to  the value  of future  cash flows  from
insurance  contracts  existing at  the date  of acquisition.  Such value  is the
present value of the  actuarially determined projected net  cash flows from  the
acquired  insurance  contracts.  The  weighted  average  discount  rate  used to
determine such value was approximately 15%.
    
 
   
    An analysis of the PVFP asset account is presented below:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Balance, Beginning of Year.........................................................  $   192.0         --
Additions Arising from Acquisitions of Life Insurance Companies....................         --  $   300.0
Imputed Interest...................................................................       16.4       17.6
Amortization.......................................................................      (37.5)     (32.6)
Impact of Net Unrealized Investment Gains and Losses...............................       49.3      (93.0)
                                                                                     ---------  ---------
Balance, End of Year...............................................................  $   220.2  $   192.0
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    Based on current conditions and assumptions as to future events on  acquired
policies  in force, the Company expects that the net amortization of the initial
PVFP balance will be between 5% and 6%  in each of the years 1997 through  2001.
The  interest rates  used to  determine the  amount of  imputed interest  on the
unamortized PVFP balance ranged from 5% to 8%.
    
 
   
    GOODWILL
    
 
   
    Goodwill is the excess of the amount paid to acquire a company over the fair
value of the net assets acquired and is amortized on a straight-line basis  over
40  years. The carrying value  of goodwill is monitored  for impairment of value
based on  the Company's  estimate  of future  earnings.  The carrying  value  of
goodwill  is reduced and  a charge to  income is recorded  when an impairment in
value is identified. No such goodwill impairment charges have been recorded.
    
 
                                       79
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2.NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    FUTURE POLICY AND CONTRACT BENEFITS
    
 
   
    Liabilities for future  policy benefits for  traditional life contracts  are
calculated  using the net level premium  method and assumptions as to investment
yields, mortality,  withdrawals  and dividends.  The  assumptions are  based  on
projections  of past experience and  include provisions for possible unfavorable
deviation. These assumptions are made at the time the contract is issued or, for
purchased contracts, at the date of acquisition.
    
 
   
    Liabilities for future policy and  contract benefits on universal  life-type
and investment contracts are based on the policy account balance.
    
 
   
    The  liabilities for future policy and  contract benefits for group disabled
life reserves and  long-term disability  reserves are based  upon interest  rate
assumptions  and morbidity and termination rates from published tables, modified
for Company experience.
    
 
   
    INCOME TAXES
    
 
   
    The provision  for  income  taxes includes  amounts  currently  payable  and
deferred  income taxes resulting  from the cumulative  differences in the assets
and liabilities determined on a tax return and financial statement basis.
    
 
   
    INTEREST RATE SWAP AGREEMENTS
    
 
   
    Interest rate  swap  agreements  are  used  as  hedges  for  asset/liability
management  of adjustable rate and short-term  invested assets. The Company does
not enter  into any  interest rate  swap agreements  for trading  purposes.  The
interest  rate swap transactions involve the exchange of fixed and floating rate
interest payments without the  exchange of underlying  principal amounts and  do
not  contain other optional provisions. The  difference between amounts paid and
amounts received on interest rate swaps is reflected in net investment income.
    
 
   
    INTEREST RATE FUTURES CONTRACTS
    
 
   
    Futures contracts are used as hedges for asset/liability management of fixed
maturity securities and liabilities arising  from GICs. Realized and  unrealized
gains  and losses on futures contracts are  deferred and amortized over the life
of the hedged asset or liability.
    
 
   
NOTE 3.ACQUISITION
    
   
    On January 17, 1995, ReliaStar acquired USLICO Corporation (USLICO).  USLICO
was a holding company with two primary subsidiaries: United Services and Bankers
Security.  ReliaStar contributed all of the capital stock of United Services and
Bankers Security to  the Company. The  acquisition was accounted  for using  the
purchase  method  of  accounting  and,  therefore,  the  consolidated  financial
statements include the accounts  of United Services  and Bankers Security  since
the  date  of  acquisition. At  the  acquisition date,  goodwill  totaling $44.3
million was recorded, representing the excess  of the amount paid and  allocated
to  United Services and Bankers  Security over the fair  value of the net assets
acquired.
    
 
                                       80
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4.INVESTMENTS
    
   
    Investment income summarized by type of investment was as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Fixed Maturity Securities..........................................................  $   709.4  $   673.4
Equity Securities..................................................................        4.1        3.1
Mortgage Loans on Real Estate......................................................      187.6      184.3
Real Estate and Leases.............................................................       18.0       16.8
Policy Loans.......................................................................       32.2       28.9
Other Invested Assets..............................................................        7.3        7.8
Short-Term Investments.............................................................        5.7        7.6
                                                                                     ---------  ---------
  Gross Investment Income..........................................................      964.3      921.9
Investment Expenses................................................................       27.1       31.6
                                                                                     ---------  ---------
  Net Investment Income............................................................  $   937.2  $   890.3
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    Net pretax realized investment gains (losses) were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER
                                                                                               31
                                                                                      --------------------
                                                                                        1996       1995
                                                                                      ---------  ---------
                                                                                         (IN MILLIONS)
<S>                                                                                   <C>        <C>
Net Gains (Losses) on Sales
  Fixed Maturity Securities.........................................................  $     3.2  $     3.3
  Equity Securities.................................................................        1.3       15.1
  Mortgage Loans....................................................................         .1        (.1)
  Foreclosed Real Estate............................................................        1.8         .6
  Real Estate.......................................................................        2.7        1.7
  Other.............................................................................       13.2        2.2
                                                                                      ---------  ---------
                                                                                           22.3       22.8
                                                                                      ---------  ---------
Provisions for Losses
  Fixed Maturity Securities.........................................................       (2.6)      (3.0)
  Equity Securities.................................................................         --        (.1)
  Mortgage Loans....................................................................       (3.5)      (6.3)
  Foreclosed Real Estate............................................................       (3.5)      (5.2)
  Real Estate.......................................................................       (1.1)       (.8)
  Other.............................................................................        (.4)        --
                                                                                      ---------  ---------
                                                                                          (11.1)     (15.4)
                                                                                      ---------  ---------
  Pretax Realized Investment Gains..................................................  $    11.2  $     7.4
                                                                                      ---------  ---------
                                                                                      ---------  ---------
</TABLE>
    
 
   
    Gross realized investment gains of $8.7  million and $8.3 million and  gross
realized  investment losses of $5.5 million  and $5.0 million were recognized on
sales of fixed maturity securities during the years ended December 31, 1996  and
1995,  respectively. All 1996  and 1995 fixed maturity  security sales were from
the available-for-sale portfolio.
    
 
                                       81
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4.INVESTMENTS (CONTINUED)
    
   
    The  amortized  cost  and  fair  value  of  investments  in  fixed  maturity
securities by type of investment were as follows:
    
   
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31, 1996
                                                                       ----------------------------------------------
                                                                                      GROSS UNREALIZED
                                                                       AMORTIZED   ----------------------
                                                                          COST       GAINS     (LOSSES)    FAIR VALUE
                                                                       ----------  ---------  -----------  ----------
                                                                                       (IN MILLIONS)
<S>                                                                    <C>         <C>        <C>          <C>
United States Government and Government Agencies and Authorities.....  $    130.8  $     6.5   $     (.1)  $    137.2
States, Municipalities and Political Subdivisions....................        56.7        2.8         (.2)        59.3
Foreign Governments..................................................        82.9        4.2         (.1)        87.0
Public Utilities.....................................................       754.6       42.2        (3.0)       793.8
Corporate Securities.................................................     5,800.4      223.9       (29.1)     5,995.2
Mortgage-Backed/Structured Finance Securities........................     2,166.0       66.0        (8.3)     2,223.7
Redeemable Preferred Stock...........................................         2.1         --         (.1)         2.0
                                                                       ----------  ---------  -----------  ----------
  Total..............................................................  $  8,993.5  $   345.6   $   (40.9)  $  9,298.2
                                                                       ----------  ---------  -----------  ----------
                                                                       ----------  ---------  -----------  ----------
 
<CAPTION>
 
                                                                                     DECEMBER 31, 1995
                                                                       ----------------------------------------------
                                                                                      GROSS UNREALIZED
                                                                       AMORTIZED   ----------------------
                                                                          COST       GAINS     (LOSSES)    FAIR VALUE
                                                                       ----------  ---------  -----------  ----------
                                                                                       (IN MILLIONS)
<S>                                                                    <C>         <C>        <C>          <C>
United States Government and Government Agencies and Authorities.....  $    172.8  $    13.2          --   $    186.0
States, Municipalities and Political Subdivisions....................        64.4        4.2   $     (.1)        68.5
Foreign Governments..................................................        82.1        6.8         (.2)        88.7
Public Utilities.....................................................       775.3       74.5         (.9)       848.9
Corporate Securities.................................................     5,330.7      392.2       (21.6)     5,701.3
Mortgage-Backed/Structured Finance Securities........................     2,058.0      102.7        (2.4)     2,158.3
Redeemable Preferred Stock...........................................         2.1         --         (.1)         2.0
                                                                       ----------  ---------  -----------  ----------
  Total..............................................................  $  8,485.4  $   593.6   $   (25.3)  $  9,053.7
                                                                       ----------  ---------  -----------  ----------
                                                                       ----------  ---------  -----------  ----------
</TABLE>
    
 
   
    The   amortized  cost  and  fair  value  of  fixed  maturity  securities  by
contractual maturity  are  shown below.  Expected  maturities will  differ  from
contractual  maturities because borrowers  may have the right  to call or prepay
obligations with or without call or prepayment penalties.
    
 
   
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1996       DECEMBER 31, 1995
                                                                  ----------------------  ----------------------
                                                                  AMORTIZED      FAIR     AMORTIZED      FAIR
                                                                     COST       VALUE        COST       VALUE
                                                                  ----------  ----------  ----------  ----------
                                                                                  (IN MILLIONS)
<S>                                                               <C>         <C>         <C>         <C>
Due in One Year or Less.........................................  $    155.8  $    157.4  $    123.1  $    122.8
Due After One Year Through Five Years...........................     2,967.6     3,057.0     2,497.4     2,634.3
Due After Five Years Through Ten Years..........................     2,622.4     2,723.6     2,750.4     2,965.4
Due After Ten Years.............................................     1,055.3     1,108.7     1,056.5     1,172.9
Mortgage-Backed/Structured Finance Securities...................     2,192.4     2,251.5     2,058.0     2,158.3
                                                                  ----------  ----------  ----------  ----------
  Total.........................................................  $  8,993.5  $  9,298.2  $  8,485.4  $  9,053.7
                                                                  ----------  ----------  ----------  ----------
                                                                  ----------  ----------  ----------  ----------
</TABLE>
    
 
   
    The fair  values for  the marketable  bonds are  determined based  upon  the
quoted  market prices for bonds actively  traded. The fair values for marketable
bonds without an active market are obtained
    
 
                                       82
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4.INVESTMENTS (CONTINUED)
    
   
through several commercial  pricing services  which provide  the estimated  fair
values.  Fair values of privately placed bonds which are not considered problems
are determined  utilizing  a commercially  available  pricing model.  The  model
considers  the  current level  of  risk-free interest  rates,  current corporate
spreads, the credit quality of the  issuer and cash flow characteristics of  the
security. Using this data, the model generates estimated market values which the
Company  considers reflective of  the fair value of  each privately placed bond.
Fair values  for  privately  placed  bonds which  are  considered  problems  are
determined  though consideration of  factors such as the  net worth of borrower,
the value of collateral, the capital structure of the borrower, the presence  of
guarantees  and the Company's evaluation of the borrower's ability to compete in
the relevant market.
    
 
   
    At December  31, 1996,  the largest  industry concentration  of the  private
placement  portfolio was  financial services, where  18.6% of  the portfolio was
invested,  and  the  largest  industry  concentration  of  the  marketable  bond
portfolio  was mortgage-backed/structured finance securities, where 32.2% of the
portfolio  was  invested.   At  December  31,   1996,  the  largest   geographic
concentration  of commercial  mortgage loans  was in  the midwest  region of the
United States,  where  approximately  31.6%  of  the  commercial  mortgage  loan
portfolio was invested.
    
 
   
    At  December  31, 1996  and 1995,  gross  unrealized appreciation  of equity
securities was $5.2 million and $3.0 million, respectively, and gross unrealized
depreciation was $.3 million and $1.9 million, respectively.
    
 
   
    Invested assets which were nonincome  producing (no income received for  the
12 months preceding the balance sheet date) were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Fixed Maturity Securities............................................................  $      .6  $      .7
Mortgage Loans on Real Estate........................................................        1.2        2.8
Real Estate and Leases...............................................................       16.0       17.6
                                                                                       ---------  ---------
  Total..............................................................................  $    17.8  $    21.1
                                                                                       ---------  ---------
                                                                                       ---------  ---------
</TABLE>
    
 
   
    Allowances  for  losses on  investments  are reflected  on  the Consolidated
Balance Sheets as a reduction of the related assets and were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Mortgage Loans.......................................................................  $    11.7  $    12.4
Foreclosed Real Estate...............................................................       11.2       10.6
Investment Real Estate...............................................................        2.1        1.0
Other Invested Assets................................................................        2.6        2.3
</TABLE>
    
 
                                       83
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4.INVESTMENTS (CONTINUED)
    
   
    At December 31,  1996 and 1995,  the total investment  in impaired  mortgage
loans  (before allowances for  credit losses), the  related allowance for credit
losses and the  average investment related  to impaired mortgage  loans and  the
interest  income recognized on impaired mortgage loans during 1996 and 1995 were
as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Impaired Mortgage Loans
  Total Investment...................................................................  $    22.3  $    25.4
  Allowance for Credit Losses........................................................       11.7       12.4
  Average Investment.................................................................        1.9        2.0
  Interest Income Recognized.........................................................        1.4        1.7
</TABLE>
    
 
   
    Increases to the allowance for credit  losses account were $2.9 million  and
$6.3  million, and the  amount of decreases  to the allowance  account were $3.6
million and  $9.5  million for  the  years ended  December  31, 1996  and  1995,
respectively.  The Company does not accrue  interest income on impaired mortgage
loans when the likelihood of collection is doubtful. Cash receipts for  interest
payments are recognized as income in the period received.
    
 
   
    Noncash investing activities consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER
                                                                                                31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Real Estate Assets Acquired Through Foreclosure......................................  $    14.8  $    28.0
Mortgage Loans Acquired in Sales of Real Estate Assets...............................       11.2       15.3
</TABLE>
    
 
   
    Effective December 31, 1995, the Company adopted the implementation guidance
contained  in  the  Financial  Accounting Series  Special  Report,  "A  Guide to
Implementation of Statement 115  on Accounting for  Certain Investments in  Debt
and  Equity  Securities." Concurrent  with the  adoption of  this implementation
guidance, the Company  reclassified all  of its  held-to-maturity securities  to
available-for-sale  based  upon a  reassessment  of the  appropriateness  of the
classifications of all securities held at that time. The amortized cost and  net
unrealized  appreciation of the  securities reclassified were  $2.42 billion and
$108.1 million, respectively, at December 31, 1995.
    
 
   
    The components of net unrealized investment gains reported in  shareholder's
equity are shown below:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Unrealized Investment Gains.......................................................  $   310.5  $   569.9
DAC/PVFP Adjustment...............................................................      (93.8)    (189.4)
Deferred Income Taxes.............................................................      (75.9)    (133.7)
                                                                                    ---------  ---------
  Net Unrealized Investment Gains.................................................  $   140.8  $   246.8
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
                                       84
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 5.INCOME TAXES
    
   
    The  income tax  liability as reflected  on the  Consolidated Balance Sheets
consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Current Income Taxes..............................................................  $     7.8  $     6.4
Deferred Income Taxes.............................................................      127.5      162.8
                                                                                    ---------  ---------
  Total...........................................................................  $   135.3  $   169.2
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
   
    The provision for income taxes  reflected on the Consolidated Statements  of
Income consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Currently Payable..................................................................  $    83.6  $    82.9
Deferred...........................................................................       22.3       11.5
                                                                                     ---------  ---------
  Total............................................................................  $   105.9  $    94.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The  Internal Revenue Service has completed  its review of the Company's tax
return for all years through 1991.
    
 
   
    Deferred income taxes reflect the  impact for financial statement  reporting
purposes  of "temporary  differences" between  the financial  statement carrying
amounts and tax  bases of  assets and liabilities.  The "temporary  differences"
that  give rise to a significant portion  of the deferred tax liabilities relate
to the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31
                                                                                  --------------------
                                                                                    1996       1995
                                                                                  ---------  ---------
                                                                                     (IN MILLIONS)
<S>                                                                               <C>        <C>
Future Policy and Contract Benefits.............................................  $  (265.1) $  (269.7)
Investment Write-Offs and Allowances............................................      (39.0)     (35.0)
Pension and Postretirement Benefit Plans........................................       (9.0)      (8.3)
Employee Benefits...............................................................      (11.1)      (9.3)
Deferred Futures Gains..........................................................       (1.8)      (1.8)
Other...........................................................................      (50.5)     (42.0)
                                                                                  ---------  ---------
Gross Deferred Tax Asset........................................................     (376.5)    (366.1)
                                                                                  ---------  ---------
Deferred Policy Acquisition Costs...............................................      296.0      267.9
Present Value of Future Profits.................................................       92.4       99.0
Net Unrealized Investment Gains.................................................       32.1       90.2
Property and Equipment..........................................................       28.5       27.1
Real Estate Joint Ventures......................................................       12.0       12.2
Accrual of Market Discount......................................................        7.9        8.4
Policyholder Dividends..........................................................        5.2        4.4
Other...........................................................................       29.9       19.7
                                                                                  ---------  ---------
Gross Deferred Tax Liability....................................................      504.0      528.9
                                                                                  ---------  ---------
  Net Deferred Tax Liability....................................................  $   127.5  $   162.8
                                                                                  ---------  ---------
                                                                                  ---------  ---------
</TABLE>
    
 
                                       85
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 5.INCOME TAXES (CONTINUED)
    
   
    Federal income tax regulations allowed  certain special deductions for  1983
and  prior years which are accumulated in a memorandum tax account designated as
"policyholders' surplus." Generally,  this policyholders'  surplus account  will
become  subject to tax at the then current rates only if the accumulated balance
exceeds certain maximum limitations or if certain cash distributions are  deemed
to be paid out of the account. At December 31, 1996, ReliaStar Life and its life
insurance  subsidiaries  have  accumulated approximately  $51  million  in their
separate policyholders' surplus accounts. Deferred taxes have not been  provided
on this temporary difference.
    
 
   
    There  have been  no deferred  taxes recorded  for the  unremitted equity in
subsidiaries as the earnings are considered  to be permanently invested or  will
be remitted only when tax effective to do so.
    
 
   
    The difference between the U.S. federal income tax rate and the consolidated
tax provision rate is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER 31
                                                                                     ------------------------
                                                                                        1996         1995
                                                                                     -----------  -----------
<S>                                                                                  <C>          <C>
Statutory Tax Rate.................................................................       35.0%        35.0%
Other..............................................................................        (.3)          .2
                                                                                         ---          ---
  Effective Tax Rate...............................................................       34.7%        35.2%
                                                                                         ---          ---
                                                                                         ---          ---
</TABLE>
    
 
   
    Cash  paid to ReliaStar for federal income taxes was $74.5 million and $90.3
million for the years ended December 31, 1996 and 1995, respectively.
    
 
   
NOTE 6.NOTES AND MORTGAGES PAYABLE
    
   
    A summary of notes and mortgages payable is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Unaffiliated:
  Commercial Paper................................................................  $   146.5  $   135.6
  Bank Borrowings.................................................................       15.9         --
  Other Indebtedness -- Current Portion...........................................         .1         .1
                                                                                    ---------  ---------
    Short-Term Debt...............................................................      162.5      135.7
                                                                                    ---------  ---------
  Other Indebtedness -- Noncurrent Portion........................................        8.3        8.9
                                                                                    ---------  ---------
    Total Unaffiliated............................................................  $   170.8  $   144.6
                                                                                    ---------  ---------
                                                                                    ---------  ---------
    Note Payable to Parent........................................................  $   100.0  $   100.0
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
   
    At December  31, 1996  and 1995,  other indebtedness  is primarily  mortgage
notes  assumed in connection with certain  real estate investments with interest
rates ranging from 6.2% to 9.6%.
    
 
   
    The weighted average interest  rate on the  commercial paper outstanding  at
December  31, 1996 and  1995 was 5.56% and  6.06%, respectively, with maturities
ranging from 2 to 55 days at December 31, 1996.
    
 
                                       86
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 6.NOTES AND MORTGAGES PAYABLE (CONTINUED)
    
   
    The Company has  unsecured revolving credit  facilities with banks  totaling
$200.0  million for commercial paper back-up  and general corporate purposes. At
December 31,  1996, $15.9  million was  borrowed under  these facilities  at  an
interest  rate of 5.8%. One of the  facilities requires an annual commitment fee
of 1/10%.
    
 
   
    Principal payments required on notes  and mortgages payable to  unaffiliated
companies in each of the next five years and thereafter are as follows:
    
 
   
<TABLE>
<CAPTION>
                     (IN MILLIONS)
- -------------------------------------------------------
<S>                <C>
1997 - $162.5                               2000 - $5.8
1998 - $   .1                               2001 - $1.9
1999 - $   .2                2002 and thereafter - $ .3
</TABLE>
    
 
   
    ReliaStar  has loaned $100.0 million to ReliaStar Life under a surplus note.
The original note, dated April 1, 1989, was issued in connection with  ReliaStar
Life's  demutualization and was used to  offset the surplus reduction related to
the cash distribution to the  mutual policyholders in the demutualization.  This
original  note was replaced  by a successor  surplus note (the  1994 Note) dated
November 1, 1994. The 1994 Note provides, subject to the regulatory  constraints
discussed  below, that (i) it  is a surplus note  which will mature on September
15, 2003 with principal due at  maturity, but payable without penalty, in  whole
or  in part before maturity;  (ii) interest is at  6 5/8% payable semi-annually;
and (iii) in the event that ReliaStar Life  is in default in the payment of  any
required  interest or principal, ReliaStar Life cannot pay cash dividends on its
capital stock  (all of  which is  owned directly  by ReliaStar).  The 1994  Note
further  provides that there may be no  payment of interest or principal without
the express approval of the Minnesota Department of Commerce.
    
 
   
    Interest paid on debt was $9.3 million and $14.2 million for 1996 and  1995,
respectively.
    
 
   
NOTE 7.EMPLOYEE BENEFIT PLANS
    
 
   
    PENSION PLANS
    
 
   
    The  Company has  noncontributory defined benefit  retirement plans covering
substantially all employees. The plans, which may be terminated as to accrual of
additional benefits at any time by  the Board of Directors, provide benefits  to
employees upon retirement.
    
 
   
    The  benefits  under  the  plans  are based  on  years  of  service  and the
employee's compensation during the last five years of employment. The  Company's
policy  is  to fund  the  minimum required  contribution  necessary to  meet the
present and  future obligations  of  the plans.  Contributions are  intended  to
provide  not only for benefits attributed to  service to date but also for those
expected to be  earned in  the future. Contributions  are made  to a  tax-exempt
trust.  Plan assets consist principally of  investments in stock and bond mutual
funds, common stock  and corporate bonds.  Included in plan  assets are  616,491
shares of ReliaStar common stock with a fair value of $35.6 million.
    
 
   
    The Company and ReliaStar also have unfunded noncontributory defined benefit
plans  providing for  benefits to  employees in  excess of  limits for qualified
retirement plans and for benefits to nonemployee members of the ReliaStar  Board
of Directors.
    
 
                                       87
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7.EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
    Net periodic pension expense for ReliaStar and its subsidiaries included the
following components:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Service Cost -- Benefits Earned During the Year....................................  $     3.8  $     3.4
Interest Cost on Projected Benefit Obligation......................................       13.6       11.9
Actual Return on Plan Assets.......................................................      (23.0)     (33.7)
Net Amortization and Deferral......................................................        8.4       19.1
                                                                                     ---------  ---------
  Net Periodic Pension Expense.....................................................  $     2.8  $      .7
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The following table sets forth for ReliaStar and its subsidiaries the funded
status of the plans as of December 31:
    
 
   
<TABLE>
<CAPTION>
                                                                              FUNDED PLANS         UNFUNDED PLANS
                                                                          --------------------  --------------------
                                                                            1996       1995       1996       1995
                                                                          ---------  ---------  ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                       <C>        <C>        <C>        <C>
Accumulated Benefit Obligation
  Vested................................................................  $  (164.7) $  (157.1) $   (11.8) $   (10.7)
  Nonvested.............................................................       (4.0)      (5.1)       (.5)      (1.2)
Effect of Projected Future Compensation Increases.......................      (12.7)     (10.6)      (2.1)      (2.1)
                                                                          ---------  ---------  ---------  ---------
Projected Benefit Obligation............................................     (181.4)    (172.8)     (14.4)     (14.0)
Plan Assets at Fair Value...............................................      184.9      169.9         --         --
                                                                          ---------  ---------  ---------  ---------
Plan Assets Greater (Less) Than Projected Benefit Obligation............        3.5       (2.9)     (14.4)     (14.0)
Unrecognized Net Loss and Prior Service Cost............................       19.0       24.2        5.3        6.2
Unrecognized Transition Obligation (Asset)..............................        (.4)       (.8)        --         .1
Additional Minimum Liability............................................         --         --       (3.5)      (4.2)
                                                                          ---------  ---------  ---------  ---------
  Net Pension Asset (Liability).........................................  $    22.1  $    20.5  $   (12.6) $   (11.9)
                                                                          ---------  ---------  ---------  ---------
                                                                          ---------  ---------  ---------  ---------
</TABLE>
    
 
   
    The  above amounts are  for ReliaStar and its  subsidiaries as the Company's
portion is not determinable.  The net periodic pension  expense relating to  and
billed to ReliaStar was insignificant.
    
 
   
    The  projected benefit obligation  was determined using  an assumed discount
rate of  7.50% and  7.25%  at January  1, 1997  and  1996, respectively,  and  a
weighted-average  assumed long-term rate  of compensation increase  of 4.5%. The
assumed long-term rate of return on plan assets was 10%.
    
 
   
    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
    
 
   
    The Company  provides certain  health care  and life  insurance benefits  to
retired  employees  (and their  eligible dependents).  Substantially all  of the
Company's employees  will  become  eligible  for those  benefits  if  they  meet
specified  age and service  requirements and reach  retirement age while working
for the Company, unless the plans are terminated or amended. The  postretirement
health  care plan is contributory, with retiree contributions adjusted annually;
the life insurance plan provides a flat amount of noncontributory life  benefits
and optional contributory coverage.
    
 
   
    During  1996, the Company amended its plans  to reduce the level of benefits
provided to current and future retirees.  The amendment resulted in a  reduction
of the accumulated postretirement
    
 
                                       88
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7.EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
benefit  obligation  for ReliaStar  and its  subsidiaries of  approximately $9.9
million. The plan  amendment will also  reduce current and  future net  periodic
postretirement   benefit  costs  as  the  unrecognized  prior  service  cost  is
amortized.
    
 
   
    The Company's postretirement health care plans currently are not funded. The
accumulated  postretirement   benefit   obligation  (APBO)   and   the   accrued
postretirement benefit liability were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31
                                                                                        --------------------
                                                                                          1996       1995
                                                                                        ---------  ---------
                                                                                           (IN MILLIONS)
<S>                                                                                     <C>        <C>
Retirees..............................................................................  $     7.3  $    10.3
Fully Eligible Active Plan Participants...............................................         .9        4.5
Other Active Plan Participants........................................................        1.6        4.9
                                                                                        ---------  ---------
  Unfunded APBO.......................................................................        9.8       19.7
Unrecognized Prior Service Cost.......................................................        8.9         .1
Unrecognized Gain (Loss)..............................................................        1.5        (.3)
                                                                                        ---------  ---------
  Accrued Postretirement Benefit Liability............................................  $    20.2  $    19.5
                                                                                        ---------  ---------
                                                                                        ---------  ---------
</TABLE>
    
 
   
    Net  periodic  postretirement  benefit  costs  consisted  of  the  following
components:
    
 
   
<TABLE>
<CAPTION>
                                                                                               YEAR ENDED
                                                                                              DECEMBER 31
                                                                                          --------------------
                                                                                            1996       1995
                                                                                          ---------  ---------
                                                                                             (IN MILLIONS)
<S>                                                                                       <C>        <C>
Service Cost -- Benefits Earned.........................................................  $      .6  $     1.2
Interest Cost on APBO...................................................................        1.0        1.3
Amortization of Prior Service Cost......................................................       (1.2)       (.1)
                                                                                          ---------        ---
  Net Periodic Postretirement Benefit Costs.............................................  $      .4  $     2.4
                                                                                          ---------        ---
                                                                                          ---------        ---
</TABLE>
    
 
   
    The above amounts  for 1996 are  for ReliaStar and  its subsidiaries as  the
Company's  portion  is  not  determinable.  Prior  period  amounts  reflect  the
Company's  accrued   postretirement   benefit   liability   and   net   periodic
postretirement benefit costs.
    
 
   
    The  assumed health care  cost trend rate  used in measuring  the APBO as of
January 1, 1997  was 7.0%, decreasing  gradually to  5.0% in the  year 1999  and
thereafter.  The assumed health care cost trend  rate used in measuring the APBO
as of January 1, 1996 was 10.0%,  decreasing gradually to 5.0% in the year  2010
and thereafter. The assumed discount rate used in determining the APBO was 7.50%
and  7.25% at January  1, 1997 and  1996, respectively. The  assumed health care
cost trend rate has a significant effect on the amounts reported. For example, a
one-percentage-point increase in  the assumed  health care cost  trend rate  for
each  year would increase the APBO as  of December 31, 1996 by approximately $.3
million and  1996 net  postretirement  health care  costs by  approximately  $.1
million.
    
 
   
    SUCCESS SHARING PLAN AND ESOP
    
 
   
    The  Success Sharing  Plan and ESOP  (Success Sharing Plan)  was designed to
increase  employee  ownership   and  reward  employees   when  certain   Company
performance  objectives  are  met.  Essentially all  employees  are  eligible to
participate in  the Success  Sharing Plan.  The Success  Sharing Plan  has  both
qualified  and nonqualified components.  The nonqualified component  is equal to
25% of  the  annual award  and  is paid  in  cash to  employees.  The  qualified
component is equal to 75% of the annual
    
 
                                       89
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7.EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
award,  with 25% contributed to a  deferred investment account and the remaining
50% contributed to the ESOP portion  of the Success Sharing Plan. Costs  charged
to  expense for the Success  Sharing Plan were $9.4  million and $8.6 million in
1996 and 1995, respectively.
    
 
   
    STOCK-BASED COMPENSATION
    
 
   
    Officers and  key  employees  of  the  Company  participate  in  stock-based
compensation  plans of ReliaStar. ReliaStar  applies Accounting Principles Board
Opinion No.  25,  "Accounting  for  Stock  Issued  to  Employees,"  and  related
interpretations   in   accounting  for   its  stock-based   compensation  plans.
Accordingly,  the  Company  has  recorded  no  compensation  expense  for  these
stock-based   compensation   plans   other  than   for   restricted   stock  and
performance-based awards.  Had compensation  cost for  ReliaStar's stock  option
plans  been determined based upon fair value  at the grant date for awards under
these plans consistent with the optional accounting methodology prescribed under
SFAS No. 123, "Accounting for Stock-Based Compensation," ReliaStar's net  income
would  have been reduced by  approximately $2.3 million and  $.9 million for the
years ended December 31,  1996 and 1995, respectively.  The pro forma effect  on
net  income for 1996 and  1995 is not representative of  the pro forma effect on
net income in future years because it does not take into consideration pro forma
compensation expense related  to grants  prior to 1995.  The fair  value of  the
options  granted by  ReliaStar during  1996 and 1995  is estimated  as $9.45 and
$8.64, respectively, on the date  of grant using a Black-Scholes  option-pricing
model  with the following assumptions  regarding ReliaStar stock: dividend yield
2.0%, volatility ranging from .19% to .21%, risk-free interest rates of 5.1%  to
5.3% for 1996 and 7.4% for 1995, and an expected life of 3.65 to 5.65 years. The
Company's  portion  of  ReliaStar's  pro  forma  impact  on  net  income  is not
determinable.
    
 
   
NOTE 8.RELATED PARTY TRANSACTIONS
    
   
    The Company and ReliaStar have entered into agreements whereby ReliaStar and
the  Company  provide  certain  management,  administrative,  legal,  and  other
services  to each other. The  net amounts billed resulted  in the Company making
payments of  $28.3 million  and $25.1  million to  ReliaStar in  1996 and  1995,
respectively.  During 1996 and 1995, the Company paid dividends of $61.1 million
and $52.0  million,  respectively  to ReliaStar  consisting  of  cash  dividends
totaling  $54.0 million and $41.3 million  and noncash dividends of $7.1 million
and $10.7 million, respectively.
    
 
   
NOTE 9.SHAREHOLDER'S EQUITY
    
 
   
    DIVIDEND RESTRICTIONS
    
 
   
    The ability  of  ReliaStar  Life  to pay  cash  dividends  to  ReliaStar  is
restricted by law or subject to approval of the insurance regulatory authorities
of  Minnesota. These  authorities recognize only  statutory accounting practices
for the ability of an insurer to pay dividends to its shareholders.
    
 
   
    Under Minnesota  insurance  law  regulating  the  payment  of  dividends  by
ReliaStar  Life, any such payment must be  an amount deemed prudent by ReliaStar
Life's Board of Directors and, unless otherwise approved by the Commissioner  of
the  Minnesota Department  of Commerce (the  Commissioner), must  be paid solely
from the  adjusted earned  surplus of  ReliaStar Life.  Adjusted earned  surplus
means  the earned surplus as determined  in accordance with statutory accounting
practices (unassigned funds) less 25% of the amount of such earned surplus which
is attributable to unrealized  capital gains. Further,  without approval of  the
Commissioner,  ReliaStar  Life may  not pay  in any  calendar year  any dividend
which, when combined with other dividends  paid within the preceding 12  months,
exceeds  the greater  of (i)  10% of ReliaStar  Life's statutory  surplus at the
prior year-end  or  (ii)  100%  of ReliaStar  Life's  statutory  net  gain  from
operations  (not including realized capital gains)  for the prior calendar year.
For 1997, the amount of  dividends which can be  paid by ReliaStar Life  without
Commissioner approval is $144.0 million.
    
 
                                       90
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 9.SHAREHOLDER'S EQUITY (CONTINUED)
    
   
    STATUTORY SURPLUS AND NET INCOME
    
 
   
    Net  income  of  ReliaStar  Life  and  its  subsidiaries,  as  determined in
accordance with  statutory accounting  practices was  $150.4 million  and  $97.8
million  for 1996 and 1995, respectively. ReliaStar Life's statutory capital and
surplus was $783.4  million and $728.3  million at December  31, 1996 and  1995,
respectively.
    
 
   
NOTE 10.REINSURANCE
    
   
    The  Company is  a member  of reinsurance  associations established  for the
purpose of  ceding  the excess  of  life  insurance over  retention  limits.  In
addition, the Life and Health Reinsurance Division of ReliaStar Life assumes and
cedes  reinsurance on  certain life  and health  risks as  its primary business.
Reinsurance contracts  do  not  relieve  the Company  from  its  obligations  to
policyholders.  Failure of reinsurers to honor their obligations could result in
losses to  the Company;  consequently, allowances  are established  for  amounts
deemed  uncollectible. The amount of the allowance for uncollectible reinsurance
receivables was immaterial at December 31, 1996 and 1995. The Company  evaluates
the  financial condition of its reinsurers and monitors concentrations of credit
risk to minimize its exposure to significant losses from reinsurer insolvencies.
The Company's retention limit is $500,000 per life for individual coverage  and,
to  the extent that  ReliaStar Life reinsures life  policies written by Northern
and Bankers Security,  the limit is  increased up $600,000  per life. For  group
coverage  and reinsurance assumed,  the retention is $500,000  per life with per
occurrence limitations, subject to  certain maximums. As  of December 31,  1996,
$12.5  billion of  life insurance  in force  was ceded  to other  companies. The
Company has assumed $38.5 billion of life insurance in force as of December  31,
1996  (including  $33.3 billion  of  reinsurance assumed  pertaining  to Federal
Employees' Group Life  Insurance and  Servicemans' Group  Life Insurance).  Also
included  in  these amounts  are $722.5  million of  reinsurance ceded  and $5.2
billion of reinsurance assumed  by the Life and  Health Reinsurance Division  of
ReliaStar Life.
    
 
   
    The effect of reinsurance on premiums and recoveries is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED
                                                                                         DECEMBER 31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Direct Premiums....................................................................  $   609.9  $   643.8
Reinsurance Assumed................................................................      334.3      297.6
Reinsurance Ceded..................................................................     (107.3)     (89.9)
                                                                                     ---------  ---------
  Net Premiums.....................................................................  $   836.9  $   851.5
                                                                                     ---------  ---------
                                                                                     ---------  ---------
  Reinsurance Recoveries...........................................................  $    96.3  $    80.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
                                       91
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 11.LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
        EXPENSE
    
   
    The  change in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Balance at January 1...............................................................  $   369.4  $   322.9
Less Reinsurance Recoverables......................................................       81.6       59.5
                                                                                     ---------  ---------
Net Balance at January 1...........................................................      287.8      263.4
Incurred Related to:
  Current Year.....................................................................      223.5      273.1
  Prior Year.......................................................................       (5.7)      (2.7)
                                                                                     ---------  ---------
Total Incurred.....................................................................      217.8      270.4
Paid Related to:
  Current Year.....................................................................      127.8      157.0
  Prior Year.......................................................................       97.1       89.0
                                                                                     ---------  ---------
Total Paid.........................................................................      224.9      246.0
Net Balance at December 31.........................................................      280.7      287.8
Plus Reinsurance Recoverables......................................................      102.6       81.6
                                                                                     ---------  ---------
  Balance at December 31...........................................................  $   383.3  $   369.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The liability for  unpaid accident  and health claims  and claim  adjustment
expenses  is included in Future Policy and Contract Benefits on the Consolidated
Balance Sheets.
    
 
   
NOTE 12.COMMITMENTS AND CONTINGENCIES
    
 
   
    LITIGATION
    
 
   
    The Company is a defendant in a number of lawsuits arising out of the normal
course of the business of the Company, some of which include claims for punitive
damages.  In  the  opinion  of  management,  the  ultimate  resolution  of  such
litigation  will not result in any material  adverse impact to the operations or
financial condition of the Company.
    
 
   
    JOINT GROUP LIFE AND ANNUITY CONTRACTS
    
 
   
    ReliaStar Life has issued certain participating group annuity and group life
insurance contracts jointly with another  insurance company. ReliaStar Life  has
entered  into  an  arrangement with  this  insurer whereby  ReliaStar  Life will
gradually transfer these liabilities  (approximately $281.9 million at  December
31,  1996) to the other insurer over  a ten-year period which commenced in 1993.
The terms of the  arrangement specify the interest  rate on the liabilities  and
provide  for  a  transfer  of  assets  and  liabilities  scheduled  in  a manner
consistent with the expected cash flows  of the assets allocated to support  the
liabilities.  A contingent liability exists with  respect to the joint obligor's
portion of the  contractual liabilities attributable  to contributions  received
prior  to July  1, 1993 in  the event  the joint obligor  is unable  to meet its
obligations.
    
 
   
    RESERVE INDEMNIFICATION AGREEMENT
    
 
   
    In  connection  with  the  March  1992  sale  of  Chartwell  Re  Corporation
(Chartwell),  the  Company and  the acquiring  company  entered into  a separate
reciprocal reserve indemnification agreement with
    
 
                                       92
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 12.COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
   
respect to the  adequacy of  the loss and  loss adjustment  expense reserves  of
Chartwell.  On June 28, 1996, a  final settlement of the reserve indemnification
agreement was reached. The Company's  previous accruals for this liability  were
adequate.
    
 
   
    Amounts  previously charged  against income for  the reserve indemnification
agreement  are  presented  as   discontinued  operations  in  the   Consolidated
Statements of Income.
    
 
   
    FINANCIAL INSTRUMENTS
    
 
   
    The  Company is a party to financial instruments with off-balance-sheet risk
in the  normal course  of business  to reduce  its exposure  to fluctuations  in
interest  rates.  These  financial  instruments  include  commitments  to extend
credit, financial guarantees, futures contracts  and interest rate swaps.  Those
instruments  involve, to varying  degrees, elements of  credit, interest rate or
liquidity risk in excess  of the amount recognized  in the Consolidated  Balance
Sheets.
    
 
   
    The  Company's exposure to credit loss in the event of nonperformance by the
other party to  the financial instrument  for commitments to  extend credit  and
financial  guarantees written is represented by  the contractual amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments. For futures
contracts and interest rate swap transactions, the contract or notional  amounts
do  not represent exposure to credit loss.  For swaps, the Company's exposure to
credit loss is limited to those swaps where the Company has an unrealized  gain.
For  futures  contracts, the  Company  has no  exposure  to credit  risk  as the
contracts are marked to market daily.
    
 
   
    Unless otherwise noted,  the Company  does not require  collateral or  other
security to support financial instruments with credit risk.
    
 
   
<TABLE>
<CAPTION>
                                                                                           CONTRACT OR NOTIONAL
                                                                                                  AMOUNT
                                                                                               DECEMBER 31
                                                                                          ----------------------
                                                                                             1996        1995
                                                                                          ----------  ----------
                                                                                              (IN MILLIONS)
<S>                                                                                       <C>         <C>
Financial Instruments Whose Contract Amounts Represent Credit Risk
  Commitments to Extend Credit..........................................................  $    181.6  $     82.6
  Financial Guarantees..................................................................        40.9        41.8
Financial Instruments Whose Notional or Contract Amounts Exceed the Amount of Credit
 Risk
  Futures Contracts.....................................................................        76.6        80.4
  Interest Rate Swap Agreements.........................................................     1,109.5     1,222.5
</TABLE>
    
 
   
    COMMITMENTS  TO EXTEND  CREDIT -- Commitments  to extend  credit are legally
binding agreements  to lend  to  a customer.  Commitments generally  have  fixed
expiration  dates or other termination clauses and may require payment of a fee.
They generally may be terminated by the Company in the event of deterioration in
the financial  condition of  the borrower.  Since some  of the  commitments  are
expected to expire without being drawn upon, the total commitment amounts do not
necessarily  represent future liquidity requirements. The Company evaluates each
customer's creditworthiness on a case-by-case basis.
    
 
   
    FINANCIAL GUARANTEES  -- Financial  guarantees are  conditional  commitments
issued  by the Company guaranteeing  the performance of the  borrower to a third
party. Those  guarantees are  primarily  issued to  support public  and  private
commercial   mortgage  borrowing  arrangements.  The  credit  risk  involved  is
essentially the same as that involved in issuing commercial mortgage loans.
    
 
                                       93
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 12.COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
   
    ReliaStar Life is a partner in eight real estate joint ventures where it has
guaranteed the repayment of loans of  the partnership. As of December 31,  1996,
ReliaStar  Life  had guaranteed  repayment of  $40.9  million ($41.8  million at
December 31, 1995) of such loans including the portion allocable to the PFA.  If
any  payments were made under these  guarantees, ReliaStar Life would be allowed
to make a claim for repayment from the joint venture, foreclose on the assets of
the  joint  venture  including  its  real  estate  investment  and,  in  certain
instances, make a claim against the joint venture's general partner.
    
 
   
    For   certain  of  these  partnerships,  ReliaStar  Life  has  made  capital
contributions from time to time to provide the partnerships with sufficient cash
to meet its obligations, including  operating expenses, tenant improvements  and
debt  service. Capital  contributions during  1996 and  1995 were insignificant.
Further capital contributions are  likely to be required  in future periods  for
certain  of the joint  ventures with the guarantees.  The Company cannot predict
the amount of such future contributions.
    
 
   
    FUTURES CONTRACTS -- Futures contracts are contracts for delayed delivery of
securities or  money market  instruments  in which  the  seller agrees  to  make
delivery  at a specified future  date of a specified  instrument, at a specified
price or yield. These contracts are entered into to manage interest rate risk as
part of  the Company's  asset and  liability management.  Risks arise  from  the
movements in securities values and interest rates.
    
 
   
    INTEREST  RATE SWAP AGREEMENTS -- The Company also enters into interest rate
swap agreements to  manage interest rate  exposure. The primary  reason for  the
interest  rate  swap agreements  is to  extend the  duration of  adjustable rate
investments. Interest rate swap transactions  generally involve the exchange  of
fixed and floating rate interest payment obligations without the exchange of the
underlying  principal amounts.  Changes in  market interest  rates impact income
from adjustable  rate  investments  and  have  an  opposite  (and  approximately
offsetting)  effect on  the reported income  from the swap  portfolio. The risks
under interest rate swap  agreements are generally similar  to those of  futures
contracts.  Notional principal amounts  are often used to  express the volume of
these transactions but  do not  represent the much  smaller amounts  potentially
subject to credit risk.
    
 
   
    LEASES
    
 
   
    The  Company  has operating  leases for  office  space and  certain computer
processing and other equipment. Rental expense for these items was $13.9 million
and $13.6 million for 1996 and 1995, respectively.
    
 
   
    Future minimum  aggregate  rental  commitments  at  December  31,  1996  for
operating leases were as follows:
    
 
   
<TABLE>
<CAPTION>
                     (IN MILLIONS)
- -------------------------------------------------------
<S>                <C>
1997 - $7.6                                 2000 - $4.6
1998 - $6.8                                 2001 - $3.9
1999 - $5.7                  2002 and thereafter - $4.7
</TABLE>
    
 
   
NOTE 13.FAIR VALUE OF FINANCIAL INSTRUMENTS
    
   
    The  following disclosures are  made in accordance  with the requirements of
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS  No.
107  requires disclosure of fair  value information about financial instruments,
whether or not recognized in the balance  sheet, for which it is practicable  to
estimate  that value.  In cases  where quoted  market prices  are not available,
    
 
                                       94
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13.FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
fair values  are based  on  estimates using  present  value or  other  valuation
techniques. Those techniques are significantly affected by the assumptions used,
including  the discount rate and estimates of future cash flows. In that regard,
the derived  fair value  estimates, in  many  cases, could  not be  realized  in
immediate settlement of the instrument.
    
 
   
    SFAS  No. 107  excludes certain  financial instruments  and all nonfinancial
instruments from its  disclosure requirements. Accordingly,  the aggregate  fair
value amounts presented do not represent the underlying value of the Company.
    
 
   
    The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1996 and 1995. Although management is
not  aware of  any factors  that would  significantly affect  the estimated fair
value amounts, such amounts have not been comprehensively revalued for  purposes
of  these financial statements since that  date; therefore, current estimates of
fair value may differ significantly from the amounts presented herein.
    
 
   
    The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
    
 
   
    FIXED MATURITY SECURITIES -- The  estimated fair value disclosures for  debt
securities  satisfy the fair value disclosure  requirements of SFAS No. 107 (see
Note 4).
    
 
   
    EQUITY SECURITIES -- Fair  value equals carrying  value as these  securities
are carried at quoted market value.
    
 
   
    MORTGAGE  LOANS ON REAL ESTATE -- The fair values for mortgage loans on real
estate are estimated using discounted  cash flow analyses, using interest  rates
currently  being offered in the marketplace  for similar loans to borrowers with
similar credit ratings.  Loans with similar  characteristics are aggregated  for
purposes of the calculations.
    
 
   
    CASH,  SHORT-TERM INVESTMENTS AND  POLICY LOANS --  The carrying amounts for
these assets approximate the assets' fair values.
    
 
   
    OTHER FINANCIAL INSTRUMENTS REPORTED AS  ASSETS -- The carrying amounts  for
these  financial instruments  (primarily premiums and  other accounts receivable
and accrued investment income) approximate those assets' fair values.
    
 
   
    INVESTMENT CONTRACT LIABILITIES -- The fair value for deferred annuities was
estimated to be the  amount payable on  demand at the  reporting date, as  those
investment  contracts  have no  defined maturity  and are  similar to  a deposit
liability. The  amount payable  at  the reporting  date  was calculated  as  the
account balance less applicable surrender charges.
    
 
   
    The  fair value for GICs was  estimated using discounted cash flow analyses.
The discount rate used was based upon current industry offering rates on GICs of
similar durations.
    
 
   
    The fair values for supplementary  contracts without life contingencies  and
immediate  annuities  were estimated  using discounted  cash flow  analyses. The
discount rate was based upon treasury rates plus a pricing margin.
    
 
   
    The carrying amounts reported for other investment contracts, which includes
participating pension contracts and retirement plan deposits, approximate  those
liabilities' fair value.
    
 
   
    CLAIM  AND OTHER DEPOSIT FUNDS  -- The carrying amounts  for claim and other
deposit funds approximate the liabilities' fair value.
    
 
                                       95
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13.FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
    NOTES AND  MORTGAGES PAYABLE  -- The  fair  value for  the note  payable  to
ReliaStar  was  based upon  the  quoted market  price  of the  related ReliaStar
publicly traded debt. For other debt obligations, discounted cash flow  analyses
were  used. The  discount rate  was based  upon the  Company's estimated current
incremental borrowing rates.
    
 
   
    OTHER FINANCIAL INSTRUMENTS REPORTED AS LIABILITIES -- The carrying  amounts
for  other  financial instruments  (primarily  normal payables  of  a short-term
nature) approximate those liabilities' fair values.
    
 
   
    FINANCIAL GUARANTEES  --  The  fair values  for  financial  guarantees  were
estimated using discounted cash flow analyses based upon the expected future net
amounts to be expended. The estimated net amounts to be expended were determined
based on projected cash flows and a valuation of the underlying collateral.
    
 
   
    INTEREST  RATE SWAPS -- The fair value for interest rate swaps was estimated
using discounted cash  flow analyses.  The discount  rate was  based upon  rates
currently  being offered for similar interest  rate swaps available from similar
counterparties.
    
 
   
    The carrying amounts and  estimated fair values  of the Company's  financial
instruments as of December 31, 1996 and 1995 are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                           1996                      1995
                                                                 ------------------------  ------------------------
                                                                  CARRYING       FAIR       CARRYING       FAIR
                                                                   AMOUNT        VALUE       AMOUNT        VALUE
                                                                 -----------  -----------  -----------  -----------
                                                                                   (IN MILLIONS)
<S>                                                              <C>          <C>          <C>          <C>
Financial Instruments Recorded as Assets
  Fixed Maturity Securities....................................  $   9,298.2  $   9,298.2  $   9,053.7  $   9,053.7
  Equity Securities............................................         36.9         36.9         35.9         35.9
  Mortgage Loans on Real Estate
    Commercial.................................................      1,359.6      1,391.9      1,465.0      1,525.8
    Residential and Other......................................        495.8        507.4        483.4        496.1
  Policy Loans.................................................        549.0        549.0        499.8        499.8
  Cash and Short-Term Investments..............................        115.2        115.2        165.4        165.4
  Other Financial Instruments Recorded as Assets...............        534.7        534.7        503.3        503.3
Financial Instruments Recorded as Liabilities
  Investment Contracts
    Deferred Annuities.........................................     (6,970.9)    (6,547.9)    (6,704.9)    (6,285.6)
    GICs.......................................................        (74.7)      (102.0)      (115.0)      (148.6)
    Supplementary Contracts and Immediate Annuities............       (134.5)      (131.4)       (99.8)       (99.7)
    Other Investment Contracts.................................       (488.3)      (488.3)      (529.2)      (529.2)
  Claim and Other Deposit Funds................................       (123.6)      (123.6)      (114.9)      (114.9)
  Notes and Mortgages Payable..................................       (169.8)      (170.4)      (243.6)      (244.4)
  Other Financial Instruments Recorded as Liabilities..........       (229.0)      (229.0)      (224.8)      (224.8)
Off-Balance Sheet Financial Instruments
  Financial Guarantees.........................................           --         (4.5)          --         (4.6)
  Interest Rate Swaps..........................................           --         10.8           --         42.7
</TABLE>
    
 
   
    Fair value estimates are made at a specific point in time, based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for   sale   at   one   time   the   Company's   holdings   of   a    particular
    
 
                                       96
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13.FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
financial  instrument. Because no market exists for a significant portion of the
Company's financial instruments,  fair value  estimates are  based on  judgments
regarding  future expected  loss experience,  current economic  conditions, risk
characteristics of  various  financial  instruments  and  other  factors.  These
estimates  are subjective  in nature  and involve  uncertainties and  matters of
significant judgment  and,  therefore,  cannot  be  determined  with  precision.
Changes in assumptions could significantly affect the estimates.
    
 
   
    Fair  value  estimates  are  based  on  existing  on  and  off-balance sheet
financial instruments without  attempting to estimate  the value of  anticipated
future  business and the value of assets and liabilities that are not considered
financial instruments.  In  addition,  the  tax  ramifications  related  to  the
realization  of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.
    
 
   
NOTE 14.SUBSEQUENT EVENT
    
   
    On February 23, 1997, ReliaStar signed a definitive agreement to acquire and
merge Security-Connecticut Corporation  (SRC) into ReliaStar.  SRC is a  holding
company  with  two  primary  subsidiaries:  Security-Connecticut  Life Insurance
Company of Avon,  Connecticut, and  Lincoln Security Life  Insurance Company  of
Brewster,  New York. As of December 31, 1996, SRC had assets of $2.3 billion and
total shareholders' equity of $355 million. Completion of the merger is expected
in the  second or  third  quarter of  1997, and  is  subject to  normal  closing
conditions,  including  approval  by  SRC  shareholders  and  various regulatory
approvals. The acquisition  will be accounted  for as a  purchase and SRC's  two
life  insurance  company  subsidiaries will  be  contributed to  the  Company by
ReliaStar.
    
 
                                       97
<PAGE>
                                   APPENDIX A
                               THE FIXED ACCOUNT
 
    The  Fixed Account  consists of all  of our  assets other than  those in our
separate accounts. We have complete ownership  and control of all of the  assets
of the Fixed Account.
 
    Because of exemptions and exclusions contained in the Securities Act of 1933
and  the  Investment  Company  Act  of 1940,  the  Fixed  Account  has  not been
registered under these acts. Neither the Fixed Account nor any interest in it is
subject to the provisions of these acts and as a result the SEC has not reviewed
the disclosures  in this  Prospectus  relating to  the Fixed  Account.  However,
disclosures  relating to the  Fixed Account are  subject to generally applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in prospectuses.
 
    We  guarantee both principal  and interest on amounts  credited to the Fixed
Account. We  credit  interest  at an  effective  annual  rate of  at  least  4%,
independent  of the  investment experience  of the  Fixed Account.  From time to
time, we may guarantee interest at a rate higher than 4%.
 
    ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF
4% PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME THE RISK  THAT
INTEREST  CREDITED TO THE FIXED ACCOUNT MAY  NOT EXCEED THE MINIMUM GUARANTEE OF
4% FOR A GIVEN YEAR.
 
    We do not use  a specific formula for  determining excess interest  credits.
However, we consider the following:
 
    - General economic trends,
 
    - Rates of return currently available on our investments,
 
    - Rates  of  return  anticipated  in  our  investments,  regulatory  and tax
      factors, and
 
    - Competitive factors.
 
    We are  not aware  of any  statutory limitations  to the  maximum amount  of
interest we may credit and our Board of Directors has not set any limitations.
 
    The  Fixed Accumulation Value of  the Policy is the  sum of the Net Premiums
credited to the  Fixed Account. It  is increased by  transfers and Loan  Amounts
from  the Variable  Account, and  interest credits.  It is  decreased by Monthly
Deductions and partial withdrawals taken from the Fixed Account and transfers to
the Variable Account. The Fixed Accumulation  Value will be calculated at  least
monthly on the monthly anniversary date.
 
    You  may  transfer all  or  part of  your  Fixed Accumulation  Value  to the
Sub-Accounts  of  the  Variable  Account,  subject  to  the  following  transfer
limitations:
 
    - The request to transfer must be postmarked no more than 30 days before the
      Policy Anniversary and no later than 30 days after the Policy Anniversary.
      Only one transfer is allowed during this period.
 
    - The  Fixed Accumulation Value after the transfer must be at least equal to
      the Loan Amount.
 
    - No more than 50% of the  Fixed Accumulation Value (minus any Loan  Amount)
      may  be transferred unless the balance,  after the transfer, would be less
      than $1,000. If  the balance  would be less  than $1,000,  the full  Fixed
      Accumulation Value (minus any Loan Amount) may be transferred.
 
    - You must transfer at least:
 
        --  $500, or
 
        --   the total Fixed Accumulation Value  (minus any Loan Amount) if less
            than $500.
 
    We make  the  Monthly  Deduction  from  your  Fixed  Accumulation  Value  in
proportion to the total Accumulation Value of the Policy.
 
    The  Surrender  Charge  described in  the  Prospectus applies  to  the total
Accumulation Value, which includes  the Fixed Accumulation  Value. If the  Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will  be reduced by any applicable Surrender  Charge, any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.
 
                                      A-1
<PAGE>
                                   APPENDIX B
                       CALCULATION OF ACCUMULATION VALUE
 
    The  Accumulation Value of  the Policy is  equal to the  sum of the Variable
Accumulation Value plus the Fixed Accumulation Value.
 
VARIABLE ACCUMULATION VALUE
    The Variable  Accumulation  Value  is  the total  of  your  values  in  each
Sub-Account. The value for each Sub-Account is equal to:
 
1 multiplied by 2, where:
 
1
Is your current number of Accumulation Units (described below).
 
2
Is the current Unit Value (described below).
 
    The  Variable Accumulation Value will vary  from Valuation Date to Valuation
Date (described below) reflecting changes in 1 and 2 above.
 
    ACCUMULATION UNITS. When  transactions are  made which  affect the  Variable
Accumulation  Value,  dollar amounts  are converted  to Accumulation  Units. The
number of Accumulation Units for a  transaction is found by dividing the  dollar
amount of the transaction by the current Unit Value.
 
    The number of Accumulation Units for a Sub-Account increases when:
 
    - Net Premiums are credited to that Sub-Account; or
 
    - Transfers  from the  Fixed Account or  other Sub-Accounts  are credited to
      that Sub-Account.
 
    The number of Accumulation Units for a Sub-Account decreases when:
 
    - You take out a Policy loan from that Sub-Account;
 
    - You take a partial withdrawal from that Sub-Account;
 
    - We take a portion of the Monthly Deduction from that Sub-Account; or
 
    - Transfers are made  from that Sub-Account  to the Fixed  Account or  other
      Sub-Accounts.
 
    UNIT  VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal
to the previous Unit Value times the Net Investment Factor for that  Sub-Account
(described  below) for  the Valuation  Period (described  below) ending  on that
Valuation Date. The  Unit Value was  initially set at  $10 when the  Sub-Account
first purchased Fund shares.
 
    NET  INVESTMENT FACTOR. The Net Investment  Factor is a number that reflects
charges to the Policy and the  investment performance during a Valuation  Period
of  the Fund in which a Sub-Account is invested. If the Net Investment Factor is
greater than one, the Unit Value is  increased. If the Net Investment Factor  is
less than one, the Unit Value is decreased. The Net Investment Factor for a Sub-
Account is determined by dividing 1 by 2.
 
(1 DIVIDED BY 2), where:
 
1
Is the result of:
 
    - The  net asset value per share of the Fund shares in which the Sub-Account
      invests, determined at the end of the current Valuation Period;
 
    - Plus the per share  amount of any dividend  or capital gain  distributions
      made  on  the Fund  shares  in which  the  Sub-Account invests  during the
      current Valuation Period;
 
    - Plus or minus a per share charge or credit for any taxes reserved which we
      determine has resulted from the  investment operations of the  Sub-Account
      and to be applicable to the Policy.
 
2
Is the result of:
 
    - The  net asset value per share of the Fund shares held in the Sub-Account,
      determined at the end of the last prior Valuation Period;
 
                                      B-1
<PAGE>
    - Plus or minus  a per share  charge or  credit for any  taxes reserved  for
      during  the last prior  Valuation Period which  we determine resulted from
      the investment operations  of the  Sub-Account and was  applicable to  the
      Policy.
 
   
    VALUATION  DATE; VALUATION PERIOD. A Valuation Date is each day the New York
Stock Exchange is open for trading. A Valuation Period is the period between two
successive Valuation Dates, commencing at the  close of business of a  Valuation
Date and ending at the close of business on the next Valuation Date.
    
 
FIXED ACCUMULATION VALUE
    The Fixed Accumulation Value on the Policy Date is your Net Premium credited
to  the Fixed Account on that date minus the Monthly Deduction applicable to the
Fixed Accumulation Value for the first Policy Month.
 
    After the Policy Date, the Fixed Accumulation Value is calculated as:
 
1 + 2 + 3 + 4 - 5 - 6, where:
 
1
Is the  Fixed Accumulation  Value  on the  preceding Monthly  Anniversary,  plus
interest from the Monthly Anniversary to the date of the calculation.
 
2
Is  the  total of  your Net  Premiums credited  to the  Fixed Account  since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation.
 
3
Is the total of your  transfers from the Variable  Account to the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
4
Is  the total of your  Loan Amounts transferred from  the Variable Account since
the preceding Monthly Anniversary.
 
5
Is the total of your  transfers to the Variable  Account from the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
6
Is  the  total of  your partial  withdrawals  from the  Fixed Account  since the
preceding Monthly Anniversary, plus interest from the date of withdrawal to  the
date of the calculation.
 
    If  the date of the calculation is a Monthly Anniversary, we also reduce the
Fixed Accumulation  Value by  the applicable  Monthly Deduction  for the  Policy
Month following the Monthly Anniversary.
 
    The   minimum  interest  rate  applied  in  the  calculation  of  the  Fixed
Accumulation Value is an effective annual rate of 4%. Interest in excess of  the
minimum  rate may be applied in the calculation of your Fixed Accumulation Value
in a manner which our Board of Directors determines.
 
                                      B-2
<PAGE>
                                   APPENDIX C
            ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES,
                   CASH SURRENDER VALUES, AND DEATH BENEFITS
 
    The  following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the  Variable Account.  The tables  show how  the Accumulation  Values,  Cash
Surrender Values, and Death Benefits of a Policy issued to an Insured of a given
Age (who pays the given Planned Periodic Premiums annually) would vary over time
if  the investment return on the assets held in the Funds were a uniform, gross,
after-tax, annual rate of 0 percent, 6 percent, or 12 percent.
 
    The tables on pages C-2 through C-7 illustrate a Policy issued to a male Age
40  in  a  standard  Rate  Class,  and  qualifying  for  non-smoker  rates.  The
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if
the  Insured  were  in a  substandard  Rate Class  or  did not  qualify  for the
non-smoker  rates  because  the  cost  of  insurance  would  be  increased.  The
Accumulation Values, Cash Surrender Values and Death Benefits would be different
from  those shown if the  gross annual investment returns  averaged 0 percent, 6
percent, and 12 percent over a period  of years, but fluctuated above and  below
those averages for individual Policy Years.
 
    Within  the tables, the second and fifth columns illustrate the Accumulation
Value of the Policy  over the designated period.  The Accumulation Value is  the
total  amount that a Policy  provides for investment at  any time. The third and
sixth columns  illustrate  the  Cash  Surrender  Value  of  a  Policy  over  the
designated  period. The Cash Surrender Value  is equal to the Accumulation Value
less  any  Surrender  Charges,  Loan  Amount  (assumed  to  be  zero  in   these
illustrations)  and unpaid  Monthly Deductions  (also assumed  to be  zero). The
fourth and seventh  columns illustrate the  Death Benefit of  a Policy over  the
designated  period. The second, third, and fourth columns assume that throughout
the life  of the  Policy, the  monthly charge  for the  cost of  insurance,  the
Monthly  Mortality and Expense Charge and  the Monthly Administrative Charge are
based upon the maximums (i.e. guaranteed)  permitted in the policy. The  maximum
allowable  cost of insurance rates are  based on the 1980 Commissioners Standard
Ordinary Mortality  Tables for  Nonsmokers and  Smokers. The  fifth, sixth,  and
seventh  columns  assume that  the  monthly charge  for  cost of  insurance, the
Monthly Mortality and Expense Charge, and the Monthly Administrative Charge  are
based  on the current  amounts expected to  be charged. The  Death Benefits also
vary between tables depending upon whether the Level Amount Death Benefit Option
(Tables at pages C-2  through C-4) or the  Variable Amount Death Benefit  Option
(Tables at pages C-5 through C-7) is illustrated.
 
   
    The  amounts shown for  the Accumulation Values,  Cash Surrender Values, and
Death  Benefits  reflect  the  fact  that  the  net  investment  return  of  the
Sub-Accounts  of the Variable Account is  lower than the gross, after-tax return
on the assets held in  the Funds as a result  of the Funds' operating  expenses.
The  values shown take into  account the daily total  operating expenses paid by
the available portfolios of VIP, VIP II, Northstar and Putnam VT which  together
are  assumed to be at an average annual rate of 0.70% for all years. This figure
is derived based on an average of the Funds' 1996 operating expenses net of  any
limitations  on such  expenses paid  by the  Funds. Thus,  the illustrated gross
annual investment  rates of  return of  0  percent, 6  percent, and  12  percent
correspond  to  approximate  net  annual rates  of  -0.70%,  5.30%,  and 11.30%,
respectively. Without  such  expense  reimbursements, total  expenses  would  be
0.79%. Hypothetical Cash Values, Cash Surrender Values and the Death Benefit may
be   lower  without  the  expense   reimbursement.  Expense  reimbursements  are
voluntary. While it  is currently anticipated  that expense reimbursements  will
continue past the current year, there is no assurance of ongoing reimbursements.
    
 
    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
 
                                      C-1
<PAGE>
made, that no  transfers have  been made, and  total operating  expenses of  the
Funds  continue as anticipated.  Actual results will depend  on the expenses and
performance of the investment choice made by the owner.
 
    Upon request,  we will  provide  a comparable  illustration based  upon  the
proposed  Insured's Age, sex,  underwriting classification, the  Face Amount and
Planned Periodic Premium schedule requested, and any available riders requested.
 
                                      C-2
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             1,188                     0***         150,000*           1,322                    77***         150,000
          2             2,335                   973***         150,000            2,607                 1,245***         150,000
          3             3,438                   123            150,000            3,854                   539            150,000
          4             4,497                   897            150,000            5,060                 1,460            150,000
          5             5,509                 1,909            150,000            6,224                 2,624            150,000
          6             6,471                 3,231            150,000            7,345                 4,105            150,000
          7             7,391                 4,501            150,000            8,422                 5,542            150,000
          8             8,239                 5,719            150,000            9,454                 6,934            150,000
          9             9,040                 6,880            150,000           10,437                 8,277            150,000
         10             9,782                 7,982            150,000           11,370                 9,570            150,000
         11            10,491                 9,051            150,000           12,361                10,921            150,000
         12            11,130                10,050            150,000           13,300                12,220            150,000
         13            11,690                10,971            150,000           14,178                13,458            150,000
         14            12,162                11,802            150,000           14,989                14,629            150,000
         15            12,537                12,537            150,000           15,727                15,727            150,000
         20            12,620                12,620            150,000           18,084                18,084            150,000
        AGE
         70                 0                     0                  0           11,049                11,049            150,000
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
(1) ASSUMES A  $1,800.00 PREMIUM  (WHICH EXCEEDS THE  ANUALIZED MINIMUM  MONTHLY
    PREMIUM)  IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL BE
    DIFFERENT IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN  DIFFERENT
    AMOUNTS.
 
(2)  ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN MADE.
    EXCESSIVE LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE  OF
    INSUFFICIENT CASH SURRENDER VALUE.
 
  *  BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING
    THE YEARS SHOWN. THEREFORE, THE POLICY REMAINS IN FORCE EVEN THOUGH THE CASH
    SURRENDER VALUE IS ZERO.
 
 ** POLICY TERMINATES PRIOR TO AGE 75.
 
*** CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
 
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                      C-3
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             1,274                    29*           150,000            1,412                   167*           150,000
          2             2,580                 1,218*           150,000            2,869                 1,507*           150,000
          3             3,918                   603            150,000            4,372                 1,057            150,000
          4             5,287                 1,687            150,000            5,920                 2,320            150,000
          5             6,686                 3,086            150,000            7,513                 3,913            150,000
          6             8,114                 4,874            150,000            9,150                 5,910            150,000
          7             9,568                 6,688            150,000           10,835                 7,955            150,000
          8            11,048                 8,528            150,000           12,566                10,046            150,000
          9            12,553                10,393            150,000           14,343                12,183            150,000
         10            14,080                12,280            150,000           16,165                14,365            150,000
         11            15,673                14,233            150,000           18,180                16,740            150,000
         12            17,284                16,204            150,000           20,259                19,179            150,000
         13            18,908                18,188            150,000           22,397                21,677            150,000
         14            20,535                20,175            150,000           24,591                24,231            150,000
         15            22,159                22,159            150,000           26,804                26,840            150,000
         20            29,955                29,955            150,000           38,869                38,869            150,000
        AGE
         70            36,925                36,925            150,000           65,686                65,686            150,000
         75            25,215                25,215            150,000           78,187                78,187            150,000
         80                 0                     0                  0           87,655                87,655            150,000
         85                 0                     0                  0           89,897                89,897            150,000
         90                 0                     0                  0           71,367                71,367            150,000
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
(1)  ASSUMES A  $1,800.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
 
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
 
 *  CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
 
**  POLICY TERMINATES PRIOR TO AGE 95.
 
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                      C-4
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                                 GUARANTEED COSTS                                         CURRENT COSTS
               -----------------------------------------------------  -----------------------------------------------------
                    (1) (2)              (1) (2)           (1) (2)         (1) (2)              (1) (2)           (1) (2)
   POLICY         ACCUMULATION        CASH SURRENDER        DEATH        ACCUMULATION        CASH SURRENDER        DEATH
    YEAR             VALUE                VALUE            BENEFIT          VALUE                VALUE            BENEFIT
  ---------        ---------            ---------         ---------       ---------            ---------         ---------
<S>            <C>                 <C>                   <C>          <C>                 <C>                   <C>
          1             1,361                 115*          150,000            1,503                  258*         150,000
          2             2,837               1,475*          150,000            3,143                1,781*         150,000
          3             4,440               1,125           150,000            4,935                1,620          150,000
          4             6,181               2,581           150,000            6,891                3,291          150,000
          5             8,073               4,473           150,000            9,026                5,426          150,000
          6            10,129               6,889           150,000           11,358                8,118          150,000
          7            12,363               9,483           150,000           13,909               11,029          150,000
          8            14,793              12,273           150,000           16,697               14,177          150,000
          9            17,439              15,279           150,000           19,748               17,588          150,000
         10            20,320              18,520           150,000           23,087               21,287          150,000
         11            23,529              22,089           150,000           26,945               25,505          150,000
         12            27,036              25,956           150,000           31,199               30,119          150,000
         13            30,870              30,150           150,000           35,890               35,170          150,000
         14            35,060              34,700           150,000           41,065               40,705          150,000
         15            39,646              39,646           150,000           46,779               46,779          150,000
         20            70,300              70,300           150,000           85,987               85,987          150,000
        AGE
         70           206,953             206,953           240,066          264,070              264,070          306,322
         75           345,591             345,591           369,782          447,682              447,682          479,020
         80           573,208             573,208           601,869          754,402              754,402          792,123
         85           933,296             933,296           979,962        1,253,224            1,253,224        1,315,886
         90         1,486,547           1,486,547         1,560,874        2,051,061            2,051,061        2,153,614
         95         2,383,851           2,383,851         2,407,690        3,375,833            3,375,833        3,409,592
</TABLE>
    
 
- --------------------------------------------------------------------------------
(1)  ASSUMES A  $1,800.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
 
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
 
*   CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
 
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE  ACTUAL INVESTMENT RESULTS APPLICABLE  TO THE POLICY  AVERAGE
12%  OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE  FUNDS
THAT  THESE HYPOTHETICAL RETURNS CAN BE ACHEIVED  FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                      C-5
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             1,186                     0***         151,186*           1,320                    75***         151,320
          2             2,325                   963***         152,325            2,599                 1,237***         152,599
          3             3,418                   103            153,419            3,837                   522            153,838
          4             4,463                   863            154,463            5,032                 1,432            155,033
          5             5,457                 1,857            155,457            6,182                 2,582            156,182
          6             6,396                 3,156            156,397            7,283                 4,043            157,283
          7             7,279                 4,399            157,280            8,337                 5,457            158,338
          8             8,103                 5,583            158,104            9,341                 6,821            159,341
          9             8,866                 6,706            158,866           10,291                 8,131            160,292
         10             9,562                 7,762            159,563           11,185                 9,385            161,186
         11            10,218                 8,778            160,219           12,129                10,689            162,129
         12            10,796                 9,715            160,796           13,013                11,933            163,013
         13            11,286                10,566            161,286           13,827                13,107            163,827
         14            11,676                11,316            161,677           14,563                14,203            164,564
         15            11,959                11,959            161,959           15,215                15,215            165,215
         20            11,407                11,407            161,407           16,928                16,928            166,929
        AGE
         70                 0                     0                  0            7,358                 7,358            157,359
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
(1) ASSUMES A  $1,800.00 PREMIUM  (WHICH EXCEEDS THE  ANUALIZED MINIMUM  MONTHLY
    PREMIUM)  IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL BE
    DIFFERENT IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN  DIFFERENT
    AMOUNTS.
 
(2)  ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN MADE.
    EXCESSIVE LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE  OF
    INSUFFICIENT CASH SURRENDER VALUE.
 
  *  BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING
    THE YEARS SHOWN. THEREFORE, THE POLICY REMAINS IN FORCE EVEN THOUGH THE CASH
    SURRENDER VALUE IS ZERO.
 
 ** POLICY TERMINATES PRIOR TO AGE 75.
 
*** CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
 
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                      C-6
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             1,271                    26*           151,271            1,410                   165*           151,410
          2             2,569                 1,207*           152,570            2,861                 1,499*           152,861
          3             3,895                   580            153,896            4,353                 1,038            154,354
          4             5,247                 1,647            155,247            5,887                 2,287            155,887
          5             6,622                 3,022            156,622            7,460                 3,860            157,460
          6             8,017                 4,777            158,017            9,070                 5,830            159,071
          7             9,430                 6,550            159,430           10,721                 7,841            160,721
          8            10,858                 8,338            160,859           12,408                 9,888            162,408
          9            12,298                10,138            162,299           14,130                11,970            164,131
         10            13,746                11,946            163,746           15,885                14,085            165,885
         11            15,240                13,800            165,241           17,815                16,375            167,815
         12            16,732                15,652            166,733           19,789                18,709            169,789
         13            18,211                17,491            168,211           21,798                21,078            171,799
         14            19,663                19,303            169,663           23,836                23,476            173,836
         15            21,076                21,076            170,077           25,895                25,895            175,896
         20            27,071                27,071            177,072           36,227                36,227            186,228
        AGE
         70            22,532                22,532            172,153           50,385                50,385            200,386
         75                 0                     0                  0           44,164                44,164            194,165
         80                 0                     0                  0           16,255                16,255            166,255
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
(1)  ASSUMES A  $1,800.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
 
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
 
 *  CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
 
**  POLICY TERMINATES PRIOR TO AGE 85.
 
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                      C-7
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,800.00 ANNUAL PREMIUM
                              $150,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                          CURRENT COSTS
               --------------------------------------------------------  -----------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)         (1) (2)              (1) (2)           (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION        CASH SURRENDER        DEATH
    YEAR              VALUE                 VALUE             BENEFIT          VALUE                VALUE            BENEFIT
  ---------         ---------             ---------          ---------       ---------            ---------         ---------
<S>            <C>                  <C>                     <C>          <C>                 <C>                   <C>
          1             1,356                   111*           151,357            1,500                 255*          151,500
          2             2,825                 1,462*           152,825            3,133               1,771*          153,133
          3             4,413                 1,098            154,414            4,913               1,598           154,914
          4             6,133                 2,533            156,133            6,851               3,251           156,852
          5             7,993                 4,393            157,994            8,961               5,361           158,961
          6            10,004                 6,764            160,005           11,256               8,016           161,257
          7            12,178                 9,298            162,179           13,756              10,876           163,757
          8            14,528                12,008            164,529           16,478              13,958           166,479
          9            17,069                14,909            167,069           19,441              17,281           169,441
         10            19,814                18,014            169,814           22,665              20,865           172,665
         11            22,847                21,407            172,847           26,371              24,931           176,372
         12            26,128                25,048            176,128           30,431              29,351           180,431
         13            29,672                28,952            179,672           34,871              34,151           184,871
         14            33,494                33,134            183,495           39,724              39,364           189,724
         15            37,614                37,614            187,615           45,027              45,027           195,027
         20            63,430                63,430            213,431           79,860              79,860           229,860
        AGE
         70           150,032               150,032            300,032          217,283             217,283           367,283
         75           215,029               215,029            365,030          343,147             343,147           493,148
         80           292,422               292,422            442,422          532,377             532,377           682,377
         85           374,606               374,606            524,607          816,857             816,857           966,858
         90           437,514               437,514            587,514        1,249,565           1,249,565         1,399,565
         95           440,530               440,530            590,531        1,922,080           1,922,080         2,072,081
</TABLE>
    
 
- --------------------------------------------------------------------------------
(1)  ASSUMES A  $1,800.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
 
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
 
*   CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
 
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE  ACTUAL INVESTMENT RESULTS APPLICABLE  TO THE POLICY  AVERAGE
12%  OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE  FUNDS
THAT  THESE HYPOTHETICAL RETURNS CAN BE ACHEIVED  FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                      C-8
<PAGE>
                                   APPENDIX D
                   MAXIMUM CONTINGENT DEFERRED SALES CHARGES
                           PER $1,000 OF FACE AMOUNT
 
<TABLE>
<CAPTION>
                           Charge Per $1,000 of
                           Face Amount (Initial                                 Charge Per $1,000 of
                           Face Amount or Amount                                Face Amount (Initial
                               of Requested                                    Face Amount or Amount
 Insured's Age at Policy         Increase)          Insured's Age at Policy    of Requested Increase)
Date or Effective Date of  ---------------------   Date or Effective Date of   ----------------------
Increase, as Appropriate     Male       Female     Increase, as Appropriate      Male       Female
- -------------------------  ---------  ----------  ---------------------------  ---------  -----------
<S>                        <C>        <C>         <C>                          <C>        <C>
                0              $1.00      $1.00                   38           $   16.80   $   12.80
                1               1.10       1.00                   39               17.90       13.90
                2               1.20       1.00                   40               19.00       15.00
                3               1.30       1.00                   41               19.60       16.10
                4               1.40       1.00                   42               20.40       17.20
                5               1.50       1.00                   43               21.30       18.00
                6               1.60       1.00                   44               22.10       18.90
                7               1.80       1.00                   45               23.00       19.50
                8               2.00       1.00                   46               23.90       20.60
                9               2.20       1.20                   47               24.90       21.70
               10               2.50       1.40                   48               25.90       22.50
               11               2.80       1.60                   49               27.00       23.30
               12               3.00       1.80                   50               28.20       24.20
               13               3.20       2.00                   51               29.40       25.20
               14               3.50       2.20                   52               30.70       26.20
               15               3.80       2.40                   53               32.10       27.20
               16               4.00       2.60                   54               33.50       28.00
               17               4.20       2.80                   55               35.00       29.50
               18               4.50       3.00                   56               36.70       30.70
               19               4.80       3.20                   57               38.40       32.00
               20               5.00       3.50                   58               40.20       33.40
               21               5.30       3.90                   59               42.20       34.80
               22               5.90       4.20                   60               44.30       36.40
               23               6.30       4.50                   61               45.60       38.10
               24               6.90       5.00                   62               45.40       40.00
               25               7.50       5.50                   63               45.30       41.90
               26               7.80       6.10                   64               44.90       43.90
               27               8.40       6.70                   65               44.60       45.50
               28               8.80       7.30                   66               44.30       45.00
               29               9.40       7.70                   67               43.90       44.60
               30              10.00       8.00                   68               43.60       44.10
               31              10.80       8.60                   69               43.30       43.70
               32              11.50       9.20                   70               43.10       43.30
               33              12.30       9.80                   71               42.80       42.90
               34              13.10      10.40                   72               42.60       42.50
               35              14.00      11.00                   73               42.40       42.10
               36              14.90      11.60                   74               42.20       41.70
               37              15.70      12.20                   75               41.90       41.20
</TABLE>
 
                                      D-1
<PAGE>
                                   APPENDIX E
              SURRENDER CHARGE GUIDELINE PER $1,000 OF FACE AMOUNT
 
    The following table provides the Surrender Charge Guideline factors that are
used in determining the Sales Charge Refund during the first two Policy Years or
the  first two years following a requested  increase in Face Amount (see section
entitled "Sales Charge  Refund" in Prospectus).  The Surrender Charge  Guideline
factors  are based upon the provisions of Rule 6e-3(T) adopted by the Securities
and Exchange Commission.
 
<TABLE>
<CAPTION>
                                 Surrender Charge                                        Surrender Charge
                              Guideline Per $1,000 of                                Guideline Per $1,000 of
  Insured's Age at Policy    Face Amount (Initial Face    Insured's Age at Policy      Face Amount (Initial
 Date or Effective Date of      Amount or Amount of      Date or Effective Date of   Face Amount or Amount of
 Increase, as Appropriate       Requested Increase)      Increase, as Appropriate      Requested Increase)
- -------------------------------------------------------------------------------------------------------------
                                Male         Female                                     Male        Female
                             -----------  ------------                               ----------  ------------
<S>                          <C>          <C>           <C>                          <C>         <C>
                 0               $5.97        $4.46                     38              $32.26       $24.21
                 1                6.14         4.58                     39               33.84        25.39
                 2                6.39         4.77                     40               35.49        26.62
                 3                6.67         4.97                     41               37.23        27.91
                 4                6.95         5.18                     42               39.06        29.27
                 5                7.26         5.40                     43               40.97        30.69
                 6                7.58         5.64                     44               42.98        32.19
                 7                7.92         5.89                     45               45.09        33.76
                 8                8.28         6.15                     46               47.30        35.40
                 9                8.66         6.42                     47               49.62        37.14
                10                9.06         6.71                     48               52.07        38.96
                11                9.48         7.02                     49               54.64        40.89
                12                9.92         7.34                     50               57.34        42.91
                13               10.38         7.67                     51               60.18        45.04
                14               10.85         8.03                     52               63.16        47.28
                15               11.34         8.39                     53               66.29        49.64
                16               11.85         8.77                     54               69.58        52.13
                17               12.37         9.17                     55               73.03        54.76
                18               12.91         9.59                     56               76.66        57.53
                19               13.47        10.03                     57               80.47        60.47
                20               14.07        10.49                     58               84.48        63.57
                21               14.69        10.98                     59               88.70        66.87
                22               15.34        11.48                     60               93.15        70.38
                23               16.03        12.02                     61               97.82        74.10
                24               16.76        12.58                     62              102.75        78.05
                25               17.53        13.17                     63              107.93        82.23
                26               18.35        13.79                     64              113.38        86.67
                27               19.21        14.44                     65              119.11        91.37
                28               20.11        15.12                     66              125.14        96.36
                29               21.07        15.84                     67              131.50       101.66
                30               22.08        16.60                     68              138.21       107.32
                31               23.14        17.39                     69              145.30       113.37
                32               24.26        18.22                     70              152.79       119.85
                33               25.43        19.10                     71              160.71       126.78
                34               26.66        20.03                     72              169.07       134.21
                35               27.96        21.00                     73              177.88       142.15
                36               29.32        22.02                     74              187.17       150.62
                37               30.76        23.09                     75              196.97       159.67
</TABLE>
 
                                      E-1

<PAGE>

RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY
20 Washington Avenue South
Minneapolis, Minnesota 55401

SELECT*LIFE III PROSPECTUS

                                                N700.181D (APRIL 30, 1997)

<PAGE>

   
                             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 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 certifies that it meets all of the requirements of 
effectiveness of this Amendment to the Registration Statement pursuant to 
Rule 485(b) under the Securities Act of 1933 and has caused this Amendment to 
the Registration Statement to be signed on its behalf, in the City of 
Minneapolis and State of Minnesota, on this 4th day of April, 1997.

                                    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 Amendment to the Registration Statement to be 
signed on its behalf, in the City of Minneapolis and State of Minnesota, on 
this 4th day of April, 1997.

                                    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 Amendment to the Registration 
Statement has been signed on this 4th day of April, 1997 by the following 
directors and officers of Depositor in the capacities indicated:


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

       /s/ Wayne R. Huneke
- ----------------------------------- Senior Vice President and Chief Financial
       Wayne R. Huneke              Officer 

       /s/ Chris D. Schreier
- ----------------------------------- Second Vice President and Controller
       Chris D. Schreier            (Principal Accounting Officer)


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


*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
    


csigs13c

<PAGE>


                                PART II

                   CONTENTS OF REGISTRATION STATEMENT


This Post-Effective Amendment No. 6 to the Registration Statement comprises 
the following papers and documents:

     The Facing Sheet.
     The general form of Prospectus, consisting of 117 pages.
     Undertakings to file reports.* (Filed in Pre-Effective Amendment No. 1)
     Representation pursuant to Paragraph (b)(13)(iii)(F) under Rule 6e-3(T).*
        (Filed in Pre-Effective Amendment No. 1)
     Rule 484 Undertaking.
     The signatures.

     Written consents of the following persons:

     1.   Robert B. Saginaw, Esquire - Filed as part of EX-99.2.
     2.   Actuary - Filed as part of EX-99.C6.
     3.   Auditors' Consent - Filed as part of Ex-99.C1.

     The following exhibits:

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

     A.   (1)  Resolutions of Board of Directors of ReliaStar Life Insurance 
               Company ("ReliaStar Life") establishing the Select*Life 
               Variable Account.* (Filed as part of Select Life Variable Account
               S-6EL24 on 12-23-96, Accession Number 0000897899-96-000017, 
               CIK 0000897899.)
          (2)  Not applicable.
          (3)  (a)  General Distributor Agreement between Washington Square
                    Securities, Inc. and Reliastar.* (Filed as part of Select* 
                    Life Variable Account S-6EL24 on 12-23-96, Accession Number 
                    0000897899-96-000017, CIK 0000897899.)
          (3)  (b)  Specimens of Selling Agreements.* (Filed as part of Select*
                    Life Variable Account S-6EL24 on 12-23-96, Accession Number
                    0000897899-96-000017, CIK 0000897899.)
          (4)  Not applicable.
          (5)  (a)  Form of Policy available (together with available Policy
                    riders).* (Filed in Pre-Effective Amendment No. 1)
          (5)  (b)  Waiver of Specified Premium Rider.* (Filed in 
                    Post-Effective Amendment No. 2)
          (5)  (c)  Accelerated Benefit Rider (Filed in Post-Effective 
                    Amendment No. 4)
          (5)  (d)  Connecticut Modification Rider (Filed in Post-Effective 
                    Amendment No. 4)
          (6)  (a)  Amended Articles of Incorporation of ReliaStar.* (Filed
                    as part of Select* Life Variable Account S-6EL24 on 
                    12-23-96, Accession Number 0000897899-96-000017, 
                    CIK 0000897899.)
          (6)  (b)  Amended By-Laws of Reliastar.* (Filed as part of Select* 
                    Life Variable Account S-6EL24 on 12-23-96, Accession Number 
                    0000897899-96-000017, CIK 0000897899.)
          (7)  Not applicable.
          (8)  (a)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund and Fidelity Distributors Corporation and
                    Amendments Nos. 1-8. (Filed as part of Select* Life 
                    Variable Account S-6EL24 on 12-23-96, Accession Number 
                    0000897899-96-000017, CIK 0000897899.)
          (8)  (b)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund II and Fidelity Distributors Corporation and

<PAGE>

   

                    Amendments Nos. 1-7. (Filed as part of Select*Life 
                    Variable Account S-6EL24 on 12-23-96, Accession Number 
                    000089899-96-000017, CIK 0000897899).
          (8)  (c)  Form of Service Agreement and Contract between ReliaStar 
                    Life Insurance Company and Fidelity Investments 
                    Institutional Operation Company and Distributors 
                    Corporation dated January 1, 1997
          (8)  (d)  Participation Agreement with Putnam Capital Manager Trust
                    and Putnam Mutual Funds Corp. and Amendment No. 1-2. (Filed
                    as part of Select*Life Variable Account S-6EL24 on 
                    12-23-96, Accession Number 000089899-96-000017, CIK 
                    0000897899).
          (9)  Not applicable.
         (10)  Policy Application Form. (Filed as part of Select*Life 
               Variable Account S-6EL24 on 12-23-96, Accession Number 
               000089899-96-000017, CIK 0000897899).
     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.
     EX-99.C2.   Not Applicable.
     EX-99.C3.   Not Applicable.
     EX-99.C4.   See Ex-99.2.
     EX-99.C5.   Not Applicable.
     EX-99.C6.   Actuarial Opinion and Consent.
     EX-99.D1.   Memorandum describing Northwestern National's issuance,
                 transfer and redemption procedures for the Policies and 
                 Northwestern National's procedure for conversion to a fixed
                 benefit policy. (Filed in Post-Effective Amendment No. 4)
     EX-24.      Powers of Attorney. (Filed as part of Select* Life Variable 
                 Account S-6EL24 on 12-23-96, Accession Number 0000897899-96-
                 000017, CIK 0000897899.)
     EX-27.      Financial Data Schedule

    

     *    Previously filed.

<PAGE>

                                   SERVICE CONTRACT
                                           

WITH RESPECT TO SHARES OF:

(  )     Variable Insurance Products Fund - High Income Portfolio
(  )     Variable Insurance Products Fund - Equity-Income Portfolio
(  )     Variable Insurance Products Fund - Growth Portfolio
(  )     Variable Insurance Products Fund - Overseas Portfolio
(  )     Variable Insurance Products Fund II - Investment Grade Bond Portfolio
(  )     Variable Insurance Products Fund II - Asset Manager Portfolio
(  )     Variable Insurance Products Fund II - Contrafund Portfolio
(  )     Variable Insurance Products Fund II - Asset Manager:  Growth Portfolio
(  )     Variable Insurance Products Fund III - Growth Opportunities Portfolio
(  )     Variable Insurance Products Fund III - Balanced Portfolio
(  )     Variable Insurance Products Fund III - Growth & Income Portfolio

To Fidelity Distributors Corporation:

We desire to enter into a Contract with you for activities in connection with
the distribution of shares and the servicing of shareholders of the Fund noted
above (the "Fund") of which you are the principal underwriter as defined in the
Investment Company Act of 1940 (the "Act") and for which you are the agent for
the continuous distribution of shares.

THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:

1.  We shall provide distribution and certain shareholder services for our
clients who own Fund shares ("clients"), which services may include, without
limitations: sale of shares of the Fund; answering client inquiries regarding
the Fund; assistance to clients in changing dividend options, account
designations and addresses; performance of subaccounting; processing purchase
and redemption transactions, including automatic investment and redemption of
client account cash balances; providing periodic statements showing a client's
account balance and the integration of such statements with other transactions;
arranging for bank wires; and providing such other information and services as
you reasonably may request.

2.  We shall provide such office space and equipment, telephone facilities and
personnel (which may be all or any part of the space, equipment and facilities
currently used in our business, or all or any personnel employed by us) as is
necessary or beneficial for providing information and services to shareholders
of the Fund, and to assist you in servicing accounts of clients.

3.  We agree to indemnify and hold you, the Fund, and the Fund's adviser and
transfer agent harmless from any and all direct or indirect liabilities or
losses resulting from requests, directions, actions or inactions, of or by us or
our officers, employees or


<PAGE>

agents regarding the purchase, redemption, transfer or registration of shares
for our clients.  Such indemnification shall survive the termination of this
Contract.

    Neither we nor any of our officers, employees or agents are authorized to
make any representation concerning Fund shares except those contained in the
then current Fund Prospectus, copies of which will be supplied by you to us; and
we shall have no authority to act as agent for the Fund or for you.

4.  In consideration of the services and facilities described herein, we shall
be entitled to receive, and you shall cause to be paid to us by yourself or by
Fidelity Management & Research Company, investment adviser of the Fund, such
fees as are set forth in the accompanying "Fee Schedule for Qualified
Recipients."  We understand that the payment of such fees has been authorized
pursuant to a Service Plan approved by the Board of Trustees of the Fund, and
those Trustees who are not "interested persons" of the Fund (as defined in the
Act) and who have no direct or indirect financial interest in the operation of
the Service Plan or in any agreements related to the Service Plan (hereinafter
referred to as "Qualified Trustees"), and shareholders of the Fund, that such
fees will be paid out of the fees paid to the Fund's investment adviser, said
adviser's past profits or any other source available to said adviser; that the
cost of the Fund for such fees shall not exceed the amount of the advisory and
service fee; and that such fees are subject to change during the term of this
Contract and shall be paid only so long as this Contract is in effect.

5.  We agree to conduct our activities in accordance with any applicable
federal or state laws, including securities laws and any obligation thereunder
to disclose to our clients the receipt of fees in connection with their
investment in the Fund.

6.  You reserve the right, at your discretion and without notice, to suspend
the sale of shares or withdraw the sale of shares of the Fund.

7.  This Contract shall continue in force for one year from the effective date
(see below), and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically subject to termination
without penalty at any time if a majority of the Fund's Qualified Trustees vote
to terminate or not to continue the Service Plan.  This Contract is also
terminable without penalty at any time the Service Plan is terminated by vote of
a majority of the Fund's outstanding voting securities upon 60 days' written
notice thereof to us.  This Contract may also be terminated by us, for any
reason, upon 15 days' written notice to you.  Notwithstanding anything contained
herein, in the event that the Service Plan shall terminate or we shall fail to
perform the distribution and shareholder servicing functions contemplated by
this Contract, such determination to be made in good faith by the Fund or you,
this Contract is terminable effective upon receipt of notice thereof by us. 
This Contract will also terminate automatically in the event of its assignment
(as defined in the Act).

8.  All communications to you shall be sent to you at your offices, 82
Devonshire Street, Boston, MA 02109.  Any notice to us shall be duly given if
mailed or telegraphed to us at the address shown in this Contract.

<PAGE>

9.  This Contract shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.

Very truly yours,


- --------------------------------------------------------------------------------
Name of Qualified Recipient (Please Print or Type)

- --------------------------------------------------------------------------------
Street                                   City         State             Zip Code

By:  
- --------------------------------------------------------------------------------
    Authorized Signature

Date:
      ----------------

NOTE:  Please return two signed copies of this Service Contract to Fidelity
Distributors Corporation.  Upon acceptance, one countersigned copy will be
returned to you/

FOR INTERNAL USE ONLY:
EFFECTIVE DATE:  JANUARY 1, 1997

<PAGE>

                                  SERVICE AGREEMENT
                                           

    This Agreement is entered into and effective as of the 1st day of January,
1997, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
("FIIOC") and RELIASTAR LIFE INSURANCE COMPANY, ("Company").

    WHEREAS, FIIOC provides transfer agency and other services to Fidelity's
Variable Insurance Products Fund, Variable Insurance Products Fund II and
Variable Insurance Products Fund III (collectively "Funds"); and

    WHEREAS, the services provided by FIIOC on behalf of the Funds include
responding to inquires about the Funds, including the provision of information
about the Funds' investment objectives, investment policies, portfolio holdings,
etc.; and

    WHEREAS, Company, ReliaStar Bankers Security Life Insurance Company and
Northern Life Insurance Company (together "Affiliates") hold shares of the Funds
in order to fund certain variable annuity contracts, group annuity contracts,
and/or variable life insurance policies, the beneficial interests in which are
held by individuals, plan trustees, or others who look to Affiliates to provide
information about the Funds similar to the information provided by FIIOC; and 

    WHEREAS, Affiliates and one or more of the Funds have entered into one or
more Participation Agreements, under which Affiliates agree not to provide
information about the Funds except for information provided by the Funds or
their designees; and

    WHEREAS, FIIOC desires that Company shall cause Affiliates to be able to
respond to inquiries about the Funds from individual variable annuity owners,
participants in group annuity contracts issued by Affiliates and owners and
participant under variable life insurance polices issued by Affiliates, and
prospective customers for any of the above; and

    WHEREAS, FIIOC and Company recognize that Affiliates' efforts in responding
to customer inquiries will reduce the burden that such inquires would place on
FIIOC should such inquiries be directed to FIIOC; and

    WHEREAS, FIIOC and Company have previously entered into a similar agreement
and are desirous of replacing said agreement with a new agreement.

    NOW, THEREFORE, the parties do agree as follows:

    1.   INFORMATION TO BE PROVIDED TO AFFILIATES. FIIOC agrees to provide to
Affiliates, on a periodic basis, directly or through a designee, information
about the Funds' investment objectives, investment policies, portfolio holdings,
performance, etc.  The content and format of such information shall be as FIIOC,
in its sole discretion, shall choose. FIIOC may change the format and/or content
of such informational

<PAGE>

reports, and the frequency with which such information is provided.  For
purposes of Section 4.2 of each of Affiliates' Participation Agreement(s) with
the Funds, FIIOC represents that it is the designee of the Funds, and Affiliates
may therefore use the information provided by FIIOC without seeking additional
permission from the Funds.

    2.   USE OF INFORMATION BY AFFILIATES.  Affiliates may use the information
provided by FIIOC in communications to individuals, plan trustees, or others who
have legal title or beneficial interest in the annuity or life insurance
products issued by Affiliates, and to prospective purchasers of such products or
beneficial interests thereunder.  If such information is contained as part of
larger pieces of sales literature, advertising, etc., such pieces shall be
furnished for review to the Funds in accordance with the terms of Affiliates'
Participation Agreements with the Funds.  Nothing herein shall give Affiliates
the right to expand upon, reformat or otherwise alter the information provided
by FIIOC.  Affiliates acknowledge that the information, provided them by FIIOC
may need to be supplemented with additional qualifying information, regulatory
disclaimers, or other information before it may be conveyed to persons outside
Affiliates.

    3.   COMPENSATION TO COMPANY.  In recognition of the fact that Company will
cause Affiliates to respond to inquiries that otherwise would be handled by
FIIOC, FIIOC agrees to pay the Affiliates, in proportion to their Fund holdings,
a quarterly fee computed as follows:

    At the close of each calendar quarter, FIIOC will determine the Average
Daily Assets held in the Funds by Affiliates.  Average Daily Assets shall be the
sum of the daily assets for each calendar day in the quarter divided by the
number of calendar days in the quarter.  The Average Daily Assets shall be
multiplied by 0.0004 (4 basis points) and that sum shall be divided by four. 
The resulting number shall be the quarterly fee for that quarter, which shall be
paid to Company during the following month.

    Should any Participation Agreement(s) between an Affiliate and any Fund(s)
be terminated effective before the last day of a quarter, Company shall be
entitled to a fee for that portion of the quarter during which the Participation
Agreement was still in effect, unless such termination is due to misconduct on
the part of the Affiliate.  For such a stub quarter, Average Daily Assets shall
be the sum of the daily assets for each calendar day in the quarter through and
including the date of termination of the Participation Agreement(s), divided by
the number of calendar days in that quarter for which the Participation
Agreement was in effect.  Such Average Daily Assets shall be multiplied by
0.0004 (4 basis points) and that number shall be multiplied by the number of
days in such quarter that the Participation Agreement was in effect, then
divided by three hundred sixty-five.  The resulting number shall be the
quarterly fee for the stub quarter, which shall be paid to Company during the
following month.

    Notwithstanding the foregoing, compensation for each calendar quarter will
not exceed one million dollars ($1,000,000).

<PAGE>

    4.   TERMINATION.  This Agreement may be terminated by Company at any time
upon written notice to FIIOC. FIIOC may terminate this Agreement at any time
upon ninety (90) days' written notice to Company.  FIIOC may terminate this
Agreement immediately upon written notice to Company (1) if required by any
applicable law or regulation, (2) if so required by action of the Fund(s) Board
of Trustees, (3) if Company engages in any material breach of this Agreement or
(4) if an Affiliate engages in any conduct which would constitute a material
breach of this Agreement were the Affiliate a party to the Agreement.  This
Agreement shall terminate immediately and automatically with respect to an
Affiliate upon the termination of that Affiliate's Participation Agreement(s)
with the Funds, and in such event no notice need be given hereunder.

    5.   INDEMNIFICATION.  Company agrees to indemnify and hold harmless FIIOC
for any misuse by any Affiliate, their agents and/or brokers, and any persons
controlling Company, under common control with Company, or controlled by
Company, of the information provided by FIIOC under this Agreement.

    6.   APPLICABLE LAW.  This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

    7.   ASSIGNMENT.  This Agreement may not be assigned, except that it shall
be assigned automatically to any successor to FIIOC as the Funds' transfer
agent, and any such successor shall be bound by the terms of this Agreement.

    8.   TERMINATION OF EARLIER AGREEMENT.  Company and FIIOC agree that the
previous Service Agreement between the parties, dated November 1, 1995, be, and
it hereby is, terminated as of the date of this Agreement.

    IN WITNESS WHEREOF, the parties have set their hands as of the date first
written above.

    FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By: 
    ------------------------------
    Thomas J. Fryer
    Vice President

    RELIASTAR LIFE INSURANCE COMPANY

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


Name:
    ------------------------------


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

<PAGE>

                       FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF
                                           
Variable Insurance Products Fund - High Income Portfolio
Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Investment Grade Bond Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager:  Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio

    (1)  Those who have signed the Service Agreement, who meet the requirements
of paragraph (4) below, and who render distribution, administrative support and
recordkeeping services as described therein, will hereafter be referred to as
"Qualified Recipients."

    (2)  Qualified Recipients who perform distribution services for their
clients including, without limitations, sale of Portfolio shares, answering
routine client inquiries about the Portfolio(s), completing Portfolio
applications for the client, and producing Portfolio sales brochures or other
marketing materials, will earn a quarterly fee at an annualized rate of 0.06%
(six basis points) of the average aggregate net assets of their clients invested
in the Portfolios.

    (3)  The fees paid to each Qualified Recipient will be calculated and paid
quarterly.  Checks will be mailed to each Qualified Recipient by the 30th of the
following month.

    (4)  In order to be assured of receiving payment under this Agreement for a
given calendar quarter, a Qualified Recipient must have insurance company
clients with a minimum of $100 million of average net assets in the aggregate in
the mutual fund portfolios shown below.  For any calendar quarter during which
assets in these portfolios are in the aggregate less than $100 million, the
amount of qualifying assets may be considered to be zero for the purpose of
computing the payments due.

Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager:  Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio


<PAGE>

                               [Reliastar Letterhead]

                                                                        EX-99.2

                                                   ATTORNEY OPINION AND CONSENT

April 4, 1997


Reliastar Life
 Insurance Company
20 Washington Avenue South
Minneapolis, Minnesota 55440

Madam/Sir:

In connection with the proposed registration under the Securities Act of 
1933, as amended, of flexible premium variable life insurance policies (the 
"Policies") and interests in Select*Life Variable Account (the "Variable 
Account"), I have examined documents relating to the establishment of the 
Variable Account by the Board of Directors of 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, File No. 33-65870 
(the "Registration Statement") and I have examined such other documents and 
have reviewed such matters as I deemed necessary for this opinion, and I 
advise you that in my opinion:

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

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

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

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

Very truly yours,


/s/ Robert B. Saginaw

Robert B. Saginaw
Counsel

RBS:js\ex3s13c


<PAGE>

                                                                       EX-99.C1



INDEPENDENT AUDITORS' CONSENT


Board of Directors and Contract Holders
Select*Life Variable Account

We consent to the use in this Post-Effective Amendment No. 6 to Registration 
Statement on Form S-6 (File No. 33-65870) of Select*Life Variable Account 
filed under the Securities Act of 1933 of our report dated February 7, 1997 
on the audit of the financial statements of Select*Life Variable Account as 
of December 31, 1996 and for each of the three years in the period then ended 
and our report dated January 31, 1997 except for Note 14, as to which the 
date is February 23, 1997 on the audit of the consolidated financial 
statements of ReliaStar Life Insurance Company and subsidiaries as of and for 
the years ended December 31, 1996 and 1995 appearing in the Prospectus, which 
is a part of such Registration Statement, and to the reference to us under the 
heading "Experts" in such Prospectus. 

/s/ DELOITTE & TOUCHE LLP


Minneapolis, Minnesota
April 2, 1997


<PAGE>

                                                                       EX-99.C6


                              [RELIASTAR LETTERHEAD]

April 4, 1997


ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis, Minnesota 55401

Madam/Sir:

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

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

In my opinion:

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

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

Sincerely,

/s/ CRAIG A. KROGSTAD

Craig A. Krogstad, FSA, MAAA
Actuary


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RELIASTAR
SELECT LIFE VARIABLE ACCOUNT ANNUAL REPORT FOR THE YEAR ENDED 12-31-96, ANNUAL
REPORT (FORM N-SAR) FILING PURSUANT TO SECTION 15(d) OF THE 1934 ACT AND SECTION
30(b) OF THE 1940 ACT, FORM 24F-2 ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO
RULE 24F-2, AND IS QUALIFIED IN ITS ENTIRETY BY REF. TO SUCH FINANCIAL STMTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          236,440
<INVESTMENTS-AT-VALUE>                         286,399
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 286,399
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          126
<TOTAL-LIABILITIES>                                126
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       236,440
<SHARES-COMMON-STOCK>                       15,861,312
<SHARES-COMMON-PRIOR>                       10,541,629
<ACCUMULATED-NII-CURRENT>                        9,165
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          5,327
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        49,959
<NET-ASSETS>                                   286,399
<DIVIDEND-INCOME>                                2,990
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   8,110
<EXPENSES-NET>                                   1,935
<NET-INVESTMENT-INCOME>                          9,165
<REALIZED-GAINS-CURRENT>                         3,085
<APPREC-INCREASE-CURRENT>                       15,731
<NET-CHANGE-FROM-OPS>                           27,981
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      7,349,212
<NUMBER-OF-SHARES-REDEEMED>                  2,029,529
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         106,245
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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