SELECT LIFE VARIABLE ACCOUNT
485BPOS, 1997-07-29
Previous: LIBERTY TECHNOLOGIES INC, 10-K/A, 1997-07-29
Next: SELECT LIFE VARIABLE ACCOUNT, 485BPOS, 1997-07-29





                                                     REGISTRATION NO. 33-57244 


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 POST-EFFECTIVE

   
                               AMENDMENT NO. 7 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)

                                Stewart D. Gregg
                                     Counsel
                        ReliaStar Life Insurance Company
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401

                                    Copy to:
                                Robert B. Saginaw
                                     Counsel
                        ReliaStar Life Insurance Company
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
    
                          ---------------------------

It is proposed that this filing will become effective

   
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485 
[x] on August 8, 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)

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

                      2                    Cover Page 

                      3                    Not Applicable 

                      4                    Distribution of the Policies 

                      5                    ReliaStar Life Insurance 
                                           Company and the Variable Account 

                      6                    The Variable Account 

                      7                    Not Applicable 

                      8                    Not Applicable 

                      9                    Not Applicable 

                      10                   Summary; Death Benefit; Payment and Allocation of 
                                           Premiums; Death Benefit Guarantee; Accumulation Value; 
                                           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 

                      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 
<PAGE>
               ITEM NUMBER OF
                 FORM N-8B-2               HEADING IN THE PROSPECTUS 
                 -----------               ------------------------- 

                      25                   ReliaStar Life Insurance Company 

                      26                   Not Applicable 

                      27                   ReliaStar Life Insurance Company; Other Contracts 
                                           Issued by Us 

                      28                   Management 

                      29                   ReliaStar Life Insurance Company 

                      30                   Not Applicable 

                      31                   Not Applicable 

                      32                   Not Applicable 

                      33                   Not Applicable 

                      34                   Not Applicable 

                      35                   Not Applicable 

                      36                   Not Applicable 

                      37                   Not Applicable 

                      38                   Distribution of the Policies 

                      39                   Distribution of the Policies 

                      40                   Distribution of the Policies 

                      41                   Distribution of the Policies 

                      42                   Not Applicable 

                      43                   Not Applicable 

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

                      45                   Not Applicable 

                      46                   Investments of the Variable Account; Deductions and 
                                           Charges 

                      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 

<PAGE>
               ITEM NUMBER OF
                 FORM N-8B-2               HEADING IN THE PROSPECTUS 
                 -----------               ------------------------- 

                      56                   Not Applicable 

                      57                   Not Applicable 

                      58                   Not Applicable 

                      59                   Financial Statements 
</TABLE>

<PAGE>


   
SELECT*LIFE II
AUGUST 8, 1997 PROSPECTUS
    

FLEXIBLE PREMIUM VARIABLE
LIFE INSURANCE POLICY
SELECT*LIFE 2000 SERIES


                                                                          [LOGO]
                                                                       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 $25,000. The Face Amount may 
be increased, subject to certain limitations, provided that the increase is 
not less than $5,000. Generally, the Policy will remain in force as long as 
the Policy's Cash Surrender Value (that is, the amount that would be paid to 
you upon surrender of the Policy) is sufficient to pay certain monthly 
charges imposed in connection with the Policy (including the cost of 
insurance and certain administrative charges). In addition, the Policy will 
remain in force until the Insured reaches Age 65 (or five Policy Years, if 
longer), without regard to the Cash Surrender Value, if on each Monthly 
Anniversary the total premiums paid on the Policy, less any partial 
withdrawals and Policy loans, equals or exceeds the total required Minimum 
Monthly Premium payments specified in your Policy (which is a feature of the 
Policy called the "Death Benefit Guarantee"). 

                           (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. 

SHARES OF THE INVESTMENT FUNDS, INTERESTS IN THE FIXED ACCOUNT AND INTERESTS 
IN THE POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED 
BY A BANK, AND THE SHARES AND INTERESTS ARE NOT FEDERALLY INSURED BY THE U.S. 
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE 
BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. ANY INVESTMENT IN THE POLICY 
INVOLVES CERTAIN INVESTMENT RISK WHICH MAY INCLUDE THE POSSIBLE LOSS OF 
PRINCIPAL. 
    

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 AUGUST 8, 1997. 
    

N700.176e

<PAGE>

   
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 one of the three portfolios 
available through The Alger American Fund, in the shares of one of the five 
portfolios of the Fidelity's Variable Insurance Products Fund ("VIP"), in one 
of the four portfolios of the Fidelity's Variable Insurance Products Fund II 
("VIP II"), in one of the four portfolios of Janus Aspen Series, in one of 
the two portfolios available through Neuberger&Berman Advisers Management 
Trust, in one of the five funds available through the Northstar Variable 
Trust, in one of four portfolios available through the OCC Accumulation Trust 
and in one of the six funds available through Putnam Variable Trust, 
(collectively the "Funds"). The prospectus for each of the Funds describes 
the investment objectives and attendant risks of each of the Funds and 
portfolios. These prospectuses are contained in the accompanying book 
entitled "Select*Product Mutual Funds." 
    

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. 

<PAGE>

   
DEFINITIONS ...............................................................    7
    

PART 1. SUMMARY

   
How does the Policy compare to traditional life insurance? ................   11
What is the Death Benefit? ................................................   11
What flexibility do you have to adjust the amount of the Death Benefit? ...   11
What is the Death Benefit Guarantee? ......................................   11
If the Death Benefit Guarantee is not in effect, what will cause the Policy
  to lapse? ...............................................................   12
What is the Fixed Account? ................................................   12
What is the Variable Account? .............................................   12
What are the minimum and maximum premium payments allowed? ................   12
How are premiums allocated to the investment options? .....................   12
Who are the investment advisers of the Funds? .............................   12
What are the charges against the Variable Account? ........................   13
What are the investment advisory fees and other fund expenses after
  reimbursement? ..........................................................   13
What charges do we make against each premium payment? .....................   15
What charges do we make against the Accumulation Value? ...................   15
What charges do we make upon lapse or total surrender of the Policy? ......   15
What is the value of the Policy if you surrender it? ......................   16
Can you make partial withdrawals? .........................................   16
What are the free look and conversion rights? .............................   16
Can you transfer between the Sub-Accounts and/or the Fixed Account? .......   16
Can you borrow against the value of the Policy? ...........................   17
Are Death Benefit proceeds taxable income to the beneficiary? .............   17
Are Accumulation Value increases included in your taxable income? .........   17
Will exercising certain Policy rights have tax consequences? ..............   17
Who sells the Policies? ...................................................   17
    

PART 2. DETAILED INFORMATION

   
ReliaStar Life Insurance Company ..........................................   17
The Variable Account ......................................................   17
Performance Information ...................................................   18
The Policies ..............................................................   19
    Death Benefit .........................................................   19
    Death Benefit Options .................................................   19
    Which Death Benefit Option to Choose ..................................   21
    Requested Changes in Face Amount ......................................   21
    Insurance Protection ..................................................   22
    Change in Death Benefit Option ........................................   23
    Accelerated Benefit Rider .............................................   24
Payment and Allocation of Premiums ........................................   24
    Issuing the Policy ....................................................   24
    Allocation of Premiums ................................................   25
    Amount and Timing of Premiums .........................................   26
    Planned Periodic Premiums .............................................   26
    Unscheduled Additional Premiums .......................................   26
    Paying Premiums by Mail ...............................................   26
Death Benefit Guarantee ...................................................   27
    Requirements ..........................................................   27
Accumulation Value ........................................................   28
Deductions and Charges ....................................................   28
    Premium Expense Charge ................................................   28
    Monthly Deduction .....................................................   29
    Surrender Charge ......................................................   30
    Partial Withdrawal and Transfer Charges ...............................   32
    Reduction of Charges ..................................................   32
Sales Charge Refund .......................................................   32
    

<PAGE>

   
Policy Lapse and Reinstatement ............................................   33
Surrender Benefits ........................................................   34
    Total Surrender .......................................................   34
    Partial Withdrawal ....................................................   34
Transfers .................................................................   35
          Telephone/Fax Instructions ......................................   36
          Dollar Cost Averaging Service ...................................   36
          Portfolio Rebalancing Service ...................................   36
Policy Loans ..............................................................   37
Free Look and Conversion Rights ...........................................   39
    Free Look Rights ......................................................   39
    Conversion Rights .....................................................   40
Investments of the Variable Account .......................................   41
    The Alger American Fund:
          Alger American Growth Portfolio .................................   42
          Alger American MidCap Growth Portfolio ..........................   42
          Alger American Small Capitalization Portfolio ...................   42
    Fidelity's Variable Insurance Products Fund (VIP):
          Equity-Income Portfolio .........................................   42
          Growth Portfolio ................................................   42
          High Income Portfolio ...........................................   42
          Money Market Portfolio ..........................................   42
          Overseas Portfolio ..............................................   43
    Fidelity's Variable Insurance Products Fund II (VIP II):
          Asset Manager Portfolio .........................................   43
          Contrafund Portfolio ............................................   43
          Index 500 Portfolio .............................................   43
          Investment Grade Bond Portfolio .................................   43
    Janus Aspen Series:
          Aggressive Growth Portfolio .....................................   43
          Growth Portfolio ................................................   43
          International Growth Portfolio ..................................   43
          Worldwide Growth Portfolio ......................................   43
    Neuberger&Berman Advisers Management Trust ("AMT"):
          Limited Maturity Bond Portfolio .................................   43
          Partners Portfolio ..............................................   43
    Northstar Variable Trust (Northstar):
          Northstar Growth Fund ...........................................   44
          Northstar High-Yield Bond Fund ..................................   44
          Northstar Income and Growth Fund ................................   44
          Northstar International Value Fund ..............................   44
          Northstar Multi-Sector Bond Fund ................................   44
    OCC Accumulation Trust:
          Equity Portfolio ................................................   44
          Global Equity Portfolio .........................................   45
          Managed Portfolio ...............................................   45
          Small Cap Portfolio .............................................   45
    Putnam Variable Trust:
          Putnam VT Asia Pacific Growth Fund ..............................   45
          Putnam VT Diversified Income Fund ...............................   45
          Putnam VT Growth and Income Fund ................................   45
          Putnam VT New Opportunities Fund ................................   45
          Putnam VT Utilities Growth and Income Fund ......................   46
          Putnam VT Voyager Fund ..........................................   46
Addition, Deletion, or Substitution of Investments ........................   46
Voting Rights .............................................................   47
    

<PAGE>

   
General Provisions ........................................................   47
    Benefits at Age 95 ....................................................   47
    Ownership .............................................................   47
    Proceeds ..............................................................   48
    Beneficiary ...........................................................   48
    Postponement of Payments ..............................................   48
    Settlement Options ....................................................   48
    Incontestability ......................................................   49
    Misstatement of Age and Sex ...........................................   49
    Suicide ...............................................................   49
    Termination ...........................................................   49
    Amendment .............................................................   50
    Reports ...............................................................   50
    Dividends .............................................................   50
    Collateral Assignment .................................................   50
    Optional Insurance Benefits ...........................................   50
Federal Tax Matters .......................................................   51
Policy Proceeds ...........................................................   51
    Taxation of Distributions .............................................   52
    Taxation of Policies Held by Pension and Certain Deferred
      Compensation Plans ..................................................   52
    Taxation of ReliaStar Life Insurance Company ..........................   53
    Other Considerations ..................................................   53
Legal Developments Regarding Employment -- Related Benefit Plans ..........   53
Distribution of the Policies ..............................................   53
Management ................................................................   54
    Directors .............................................................   54
    Executive Officers ....................................................   56
State Regulation ..........................................................   56
Massachusetts and Montana Residents .......................................   56
Legal Proceedings .........................................................   56
Bonding Arrangements ......................................................   56
Legal Matters .............................................................   56
Experts ...................................................................   56
Registration Statement Contains Further Information .......................   57
Financial Statements ......................................................   57
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
    

   
PART 3. FUND PROSPECTUSES ("SELECT*PRODUCT MUTUAL FUNDS")

THE ALGER AMERICAN FUND:
    Alger American Growth Portfolio ..................................   Alger-1
    Alger American MidCap Growth Portfolio ...........................   Alger-1
    Alger American Small Capitalization Portfolio ....................   Alger-1
Fidelity's Variable Insurance Products Fund (VIP):
    Equity-Income Portfolio ..........................................       VIP
    Growth Portfolio .................................................       VIP
    High Income Portfolio ............................................       VIP
    Money Market Portfolio ...........................................       VIP
    Overseas Portfolio ...............................................       VIP
Fidelity's Variable Insurance Products Fund II (VIP II):
    Asset Manager Portfolio ..........................................       VIP
    Contrafund Portfolio .............................................       VIP
    Index 500 Portfolio ..............................................       VIP

<PAGE>

    Investment Grade Bond Portfolio ..................................       VIP
Janus Aspen Series:
    Aggressive Growth Portfolio ......................................   Janus-1
    Growth Portfolio .................................................   Janus-1
    International Growth Portfolio ...................................   Janus-1
    Worldwide Growth Portfolio .......................................   Janus-1
Neuberger&Berman Advisers Management Trust ("AMT"):
    Limited Maturity Bond Portfolio ..................................     N&B-1
    Partners Portfolio ...............................................     N&B-1
Northstar Variable Trust (Northstar):
    Northstar Growth Fund .......................................    Northstar-1
    Northstar High-Yield Bond Fund ..............................    Northstar-1
    Northstar Income and Growth Fund ............................    Northstar-1
    Northstar International Value Fund ..........................    Northstar-1
    Northstar Multi-Sector Bond Fund ............................    Northstar-1
OCC Accumulation Trust:
    Equity Portfolio .................................................     OCC-1
    Global Equity Portfolio ..........................................     OCC-1
    Managed Portfolio ................................................     OCC-1
    Small Cap Portfolio ..............................................     OCC-1
Putnam Variable Trust:
    Putnam VT Asia Pacific Growth Fund Putnam ...................    Putnam VT-1
    Putnam VT Diversified Income Fund Putnam ....................    Putnam VT-1
    Putnam VT Growth and Income Fund Putnam .....................    Putnam VT-1
    Putnam VT New Opportunities Fund Putnam .....................    Putnam VT-1
    Putnam VT Utilities Growth and Income Fund Putnam ...........    Putnam VT-1
    Putnam VT Voyager Fund Putnam ...............................    Putnam VT-1
                                                                           

<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 28
    and Appendix B.

AGE. The Insured's age at the last birthday determined as of the beginning of
    each Policy Year.

   
THE ALGER AMERICAN FUND. 
    Alger American Growth Portfolio          
    Alger American MidCap Growth Portfolio 
    Alger American Small Capitalization Portfolio 
    

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 30.
    

   
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 30.
    

   
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 19.
    

   
DEATH BENEFIT GUARANTEE. A feature of the Policy guaranteeing that the Policy
    will not lapse before the Insured reaches Age 65 (or five Policy Years, if
    longer) if, on each Monthly Anniversary, the total premiums paid on the
    Policy, less any partial withdrawals and any Loan Amount, equals or exceeds
    the total required Minimum Monthly Premium payments specified in your
    Policy. See "Death Benefit Guarantee" at page 27.
    

   
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 19.
    

   
FACE AMOUNT. The minimum Death Benefit under the Policy as long as the Policy
    remains in force. See "Death Benefit" at page 19.
    

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 28 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 41.
    

INSURED. The person upon whose life the Policy is issued. 
<PAGE>

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

   
JANUS ASPEN SERIES. 
    Aggressive Growth Portfolio 
    Growth Portfolio 
    International Growth Portfolio 
    Worldwide Growth Portfolio 

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 19.
    

   
LOAN AMOUNT. The sum of all unpaid Policy loans including unpaid interest due
    thereon. See "Policy Loans" at page 37.
    

MINIMUM FACE AMOUNT. The minimum Face Amount shown in the Policy (currently
    $25,000).

   
MINIMUM MONTHLY PREMIUM. A monthly premium amount specified in the Policy and
    determined by us at issuance of the Policy. The initial Minimum Monthly
    Premium will depend upon the Insured's sex, Age at issue, Rate Class,
    optional insurance benefits added by rider, and the initial Face Amount. A
    requested increase or decrease in the Face Amount, a change in the Death
    Benefit Option, or the addition or termination of a Policy rider may change
    the Minimum Monthly Premium. The Minimum Monthly Premium determines the
    payments required to maintain the Death Benefit Guarantee. See "Death
    Benefit Guarantee" at page 27.
    

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 29.
    

   
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 29.
    

   
MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for
    certain mortality and expense risks we assume under the Policy. The
    Mortality and Expense Risk Charge will be an annual rate of .9 of 1% (.90%)
    of the Variable Accumulation Value of the Policy during the first 10 Policy
    Years. During each Policy Year thereafter, it is anticipated that the charge
    will be an annual rate of .45 of 1% (.45%) guaranteed not to exceed .9 of 1%
    (.90%) for the duration of the Policy. See "Deductions and Charges --
    Monthly Mortality and Expense Risk Charge" at page 30.
    

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

   
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST ("AMT"). 
    Limited Maturity Bond Portfolio 
    Partners Portfolio 
    

   
NORTHSTAR VARIABLE TRUST. 
    Northstar Growth Fund 
    Northstar High Yield Bond Fund 
    Northstar Income and Growth Fund 
    Northstar International Value Fund 
    Northstar Multi-Sector Bond Fund 
    


<PAGE>

   
OCC ACCUMULATION TRUST. 
    Equity Portfolio 
    Global Equity Portfolio 
    Managed Portfolio 
    Small Cap Portfolio 
    

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 26.
    

POLICY, POLICIES. The flexible premium variable life insurance Policy offered by
    us and described in this Prospectus.

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

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

POLICY MONTH. A month beginning on the Monthly Anniversary. 

POLICY YEAR. A year beginning on the Policy Anniversary. 

   
PREMIUM EXPENSE CHARGE. An amount deducted from each premium payment. The
    Premium Expense Charge is currently 5.00% of each premium payment, which
    consists of a sales charge of 2.50% and a premium tax charge of 2.50%. We
    may in the future also make a charge of up to $2.00 per premium payment to
    reimburse us for the cost of collecting and processing premiums. See
    "Deductions and Charges -- Premium Expense Charge" at page 28.
    

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 32.
    

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 30.
    

<PAGE>

   
SURRENDER CHARGE GUIDELINE. An amount used in calculating Sales Charge Refunds
    (see "Sales Charge Refund" at page 32) 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
    31). 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 that a Sub-Account's corresponding Fund does not value its shares. The
    New York Stock Exchange is currently closed on week-ends and on the
    following holidays: New Year's Day; Martin Luther King 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 17.
    

   
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 28 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
    19.
    

   
VIP. Fidelity's Variable Insurance Products Fund 
    Equity-Income Portfolio 
    Growth Portfolio 
    High Income Portfolio 
    Money Market Portfolio 
    Overseas Portfolio 
    

   
VIP II. Fidelity's Variable Insurance Products Fund II 
    Asset Manager Portfolio 
    Contrafund Portfolio 
    Index 500 Portfolio 
    Investment Grade Bond Portfolio 
    

WE, US, OUR OR THE COMPANY.  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.

<PAGE>

PART 1. SUMMARY 

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

HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE? 

Like traditional life insurance: 

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

    *As long as you meet the requirements for the Death Benefit Guarantee, 
     your Policy will remain in force until the Insured reaches Age 65 (or 
     five Policy Years, if longer). 

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

    *The Policy has a loan value. 

    *The Fixed Accumulation Value is guaranteed. 

    Unlike traditional life insurance: 

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

    *You may transfer existing values among the investment options. 

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

    *You choose between two Death Benefit Options. 

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

    *After the second Policy Year, you can increase or decrease the Face 
     Amount. 

WHAT IS THE DEATH BENEFIT? 

You choose one of two Death Benefit Options -- the Level Amount Option or the 
Variable Amount Option. The Death Benefit under the Level Amount Option is 
the greater of the Face Amount or the corridor percentage of Accumulation 
Value on the Valuation Date on or next following the date of the Insured's 
death. The Death Benefit under the Variable Amount Option is equal to the 
greater of the Face Amount plus the Accumulation Value, or the corridor 
percentage of Accumulation Value on the Valuation Date on or next following 
the date of the Insured's death. See "Death Benefit". 

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

The Death Benefit will never be less than the Face Amount as long as the 
Policy is in force and there is no Loan Amount or unpaid Monthly Deductions. 

Under certain circumstances a part of the Death Benefit may be paid to you 
when the Insured has been diagnosed as having a terminal illness. See 
"Accelerated Benefit Rider". 

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

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? 

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

<PAGE>

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

The Policy will only lapse if the Cash Surrender Value plus any Sales Charge 
Refund is less than the Monthly Deduction due and if a grace period of 61 
days expires without a sufficient payment. The Policy thus differs in two 
important respects from traditional life insurance. First, the failure to pay 
a Planned Periodic Premium will not automatically cause the Policy to lapse. 
Second, even if Planned Periodic Premiums have been paid, the Policy may 
lapse. See "Policy Lapse and Reinstatement -- Lapse". 

WHAT IS THE FIXED ACCOUNT? 

The Fixed Account consists of all of our assets other than those in our 
separate accounts (including the Variable Account). We credit interest of at 
least 4% per year on any amounts you have in the Fixed Account. From time to 
time we may guarantee interest in excess of 4%. Interests in the Fixed 
Account have not been registered under the Securities Act of 1933 nor is the 
Fixed Account subject to the restrictions of the Investment Company Act of 
1940. See Appendix A, "The Fixed Account". 

WHAT IS THE VARIABLE ACCOUNT? 

The Select*Life Variable Account is one of our separate accounts. Only 
premiums from our variable life insurance policies are invested in the 
Variable Account. See "The Variable Account". 

The Variable Account is divided into Sub-Accounts. Premiums allocated to each 
Sub-Account are invested in shares, at net asset value, of the Fund related 
to that Sub-Account. The Variable Accumulation Value of the Policy will vary 
with, among other things, the investment performance of the Funds to which 
Policy premiums are allocated and the charges deducted from the Variable 
Accumulation Value. See "Accumulation Value". 

WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED? 

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

HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS? 

You choose the premium allocation on the application. You can allocate 
premiums to the Fixed Account and/or one or more Sub-Accounts of the Variable 
Account. The Fixed Account is not available to allocate premiums under 
policies issued in New Jersey. The initial allocation remains in effect for 
any future premium payments until you change it. See "Payment and Allocation 
of Premiums -- Allocation of Premiums". 

   
WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS? 
    

   
Fred Alger Management, Inc. ("Alger Management") is the investment manager 
for the three Alger American Funds and is responsible for the overall 
administration of the Fund, subject to the supervision of the Board of 
Trustees. 
    

   
Fidelity Management & Research Company ("FMR") is the investment adviser of 
the VIP's five portfolios and of VIP II's four portfolios. 
    

   
Each of the four portfolios of Janus Aspen Series has an investment advisory 
agreement with Janus Capital Corporation ("Janus Capital"). Janus Capital is 
the investment adviser of the four portfolios of Janus Aspen Series. 
    

   
Neuberger&Berman Management, with the assistance of Neuberger&Berman, LLC as 
sub-adviser, selects investments for AMT Limited Maturity Bond Investments 
and AMT Partners Investments. 
    

   
Northstar Investment Management Corporation, an affiliate of ours, is the 
investment adviser of Northstar's five funds of the Northstar Variable 
Account. Certain of the Northstar Funds are sub-advised by third-party 
investment advisers. 
    

   
OpCap Advisors is the investment manager for each of the four OCC 
Accumulation Trust Portfolios and is a subsidiary of Oppenheimer Capital, a 
registered investment adviser. 
    
<PAGE>

   
Putnam Investment Management, Inc. ("Putnam Management") is the investment 
adviser of Putnam Variable Trust's six funds. 
    

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


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 AFTER 
REIMBURSEMENT? 
    

   
Because the Variable Account purchases shares of the Funds, the net asset value
of the investments of the Variable Account will reflect the investment advisory
fees and other expenses incurred by the Funds. Set forth below is information
provided by each Fund on its total 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 located in the accompanying book entitled
"Select*Product Mutual Funds."
    

   
EXPENSES 
    

<TABLE>
<CAPTION>
   
                                                                                        TOTAL 
                                                                                     INVESTMENT 
                                                         MANAGEMENT      OTHER       FUND ANNUAL 
FUND                                                        FEES       EXPENSES       EXPENSES 
- ----                                                        ----       --------       -------- 
<S>                                                         <C>        <C>            <C>
Alger American Growth Portfolio (a)                         0.75%        0.04%          0.79% 
Alger American MidCap Growth Portfolio (a)                  0.80%        0.04%          0.84% 
Alger American Small Capitalization Portfolio (a)           0.85%        0.03%          0.88% 

Fidelity's VIP Equity-Income Portfolio (a) (e)              0.51%        0.07%          0.58% 
Fidelity's VIP Growth Portfolio (a) (e)                     0.61%        0.08%          0.69% 
Fidelity's VIP High Income Portfolio (a)                    0.59%        0.12%          0.71% 
Fidelity's VIP Money Market Portfolio                       0.21%        0.09%          0.30% 
Fidelity's VIP Overseas Portfolio (a) (e)                   0.76%        0.17%          0.93% 

Fidelity's VIP II Asset Manager Portfolio (a) (e)           0.64%        0.10%          0.74% 
Fidelity's VIP II Contrafund Portfolio (a) (e)              0.61%        0.13%          0.74% 
Fidelity's VIP II Index 500 Portfolio (a) (f)               0.13%        0.15%          0.28% 
Fidelity's VIP II Investment Grade Bond Portfolio (a)       0.45%        0.13%          0.58% 

Janus Aggressive Growth Portfolio (a) (b)                   0.72%        0.04%          0.76% 
Janus Growth Portfolio (a) (b)                              0.65%        0.04%          0.69% 
Janus International Growth Portfolio (a) (b)                0.05%        1.21%          1.26% 
Janus Worldwide Growth Portfolio (a) (b)                    0.66%        0.14%          0.80% 

Neuberger&Berman AMT Limited Maturity Bond Portfolio (a)    0.65%        0.13%          0.78% 
Neuberger&Berman AMT Partners Portfolio (a)                 0.84%        0.11%          0.95% 

Northstar Growth Fund (c)                                   0.75%        0.05%          0.80% 
Northstar High-Yield Bond Fund (c)                          0.75%        0.05%          0.80% 
Northstar Income and Growth Fund (c)                        0.75%        0.05%          0.80% 
Northstar International Value Fund (c)                      0.75%        0.05%          0.80% 
Northstar Multi-Sector Bond Fund (c)                        0.75%        0.05%          0.80% 

OCC Equity Portfolio (a) (d)                                0.80%        0.22%          1.02% 
OCC Global Equity Portfolio (a) (d)                         0.80%        0.63%          1.43% 
OCC Managed Portfolio (a) (d)                               0.80%        0.10%          0.90% 
OCC Small Cap Portfolio (a) (d)                             0.80%        0.22%          1.02% 
<PAGE>

                                                                                        TOTAL 
                                                                                     INVESTMENT 
                                                         MANAGEMENT      OTHER       FUND ANNUAL 
FUND                                                        FEES       EXPENSES       EXPENSES 
- ----                                                        ----       --------       -------- 
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 (g)              0.69%        0.09%          0.78% 
Putnam VT Voyager Fund                                      0.57%        0.06%          0.63% 
    
</TABLE>

   
(a) 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,
    record keeping, distribution in some cases, 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.
    

   
(b) The fees and expenses in the table above are based on gross expenses 
    before expense offset arrangements for the fiscal year ended December 31, 
    1996. The information for each Portfolio is net of fee waivers or 
    reductions from Janus Capital. Fee reductions for the Aggressive Growth, 
    Growth, International Growth, and Worldwide Growth Portfolios reduce the 
    management fee to the level of the corresponding Janus retail fund. Other 
    waivers, if applicable, are first applied against the management fee and 
    then against other expenses. Without such waivers or reductions, the 
    Management Fee, Other Expenses and Total Operating Expenses would have 
    been: 0.79%, 0.04%, and 0.83% for Janus Aggressive Growth Portfolio; 
    0.79%, 0.04%, and 0.83% for Janus Growth Portfolio; 1.00%, 1.21%, and 
    2.21% for Janus International Growth Portfolio; and 0.77%, 0.14%, and 
    0.91% for Janus Worldwide Growth Portfolio. Janus Capital may modify or 
    terminate the waivers or reductions at any time upon at least 90 days' 
    notice to the Trustees of Janus Aspen Series. 
    

   
(c) The investment adviser to the Northstar Variable Trust has agreed to 
    reimburse the five 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: 1.70% for the Northstar Growth Fund; 1.73% for the Northstar 
    High Yield Bond Fund; 1.40% for Northstar Income and Growth Fund; and 
    1.68% for the Northstar Multi-Sector Bond Fund. The Northstar 
    International Value Fund commenced operations on August 8, 1997. Absent 
    expense reimbursement, actual expenses for this fund are estimated to be 
    1.90%. Expense reimbursements are voluntary. There is no assurance of 
    ongoing reimbursement. 
    

   
(d) The annual expenses of OCC Accumulation Trust Portfolio (the 
    "Portfolios") as of December 31, 1996 have been restated to reflect new 
    management fee and expense limitation arrangements in effect as of May 1, 
    1996. Additionally, Other Expenses are shown gross of certain expense 
    offsets afforded the Portfolios which effectively lowered overall custody 
    expenses. Effective May 1, 1996, the expenses of the Portfolios were 
    contractually limited by OpCap Advisors so that their respective 
    annualized operating expenses (net of any expense offsets) do not exceed 
    1.25% of their respective average daily net assets. Furthermore, through 
    December 31, 1997, the annualized operating expenses of the Equity, 
    Managed, and Small Cap Portfolios will be voluntarily limited by OpCap 
    Advisors so that annualized operating expenses (net of any expense 
    offsets) of these Portfolios do not exceed 1.00% of their respective 
    average daily net assets. Without such contractual and voluntary expense 
    limitations and without giving effect to any expense offsets, the 
    Management Fees, Other Expenses and Total Investment Fund Expenses 
    incurred for the fiscal year ended December 31, 1996 would have been: 
    .80%, .31% and 1.11% respectively, for the Equity Portfolio; .80%, 1.04%, 
    and 1.84% respectively, for the Global Equity Portfolio; .80%, .10% and 
    .90% respectively, for the Managed Portfolio; and .80%, .26% and 1.06% 
    respectively, for the Small Cap Portfolio. Expense reimbursements are 
    voluntary. There is no assurance of ongoing reimbursements. 
    

   
(e) 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 

<PAGE>

    whereby interest earned on invested cash balances was used to reduce
    custodian and transfer agent expenses. Including these reductions, the total
    operating expenses presented in the table would have been: .56% for
    Fidelity's VIP Equity Income Portfolio; .67% for Fidelity's VIP Growth
    Portfolio; .92% for Fidelity's VIP Overseas Portfolio; .73% for Fidelity's
    VIP II Asset Manager Portfolio; and .71% for Fidelity's VIP II Contrafund
    Portfolio.
    

   
(f) FMR agreed to reimburse a portion of Fidelity's VIP II Index 500 
    Portfolio's expenses during the period. Without this reimbursement, the 
    fund's management fee, other expenses and total expenses would have been 
    .28%, .15%, and .43% respectively. Expense reimbursements are voluntary. 
    There is no assurance of ongoing reimbursement. 
    

   
(g) 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 and 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 5.00% of each premium payment, which consists of a sales charge of 
2.50% and a premium tax charge of 2.50%. Although we do not currently do so, 
we may choose to make an additional charge of up to $2.00 per premium payment 
as part of the Premium Expense Charge to reimburse us for premium processing 
expenses. See "Deductions and Charges -- Premium Expense Charge". 

WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE? 

   
The Accumulation Value of the Policy is subject to several charges -- the 
Monthly Deduction and Transfer and Partial Withdrawal charges. 
    

The Monthly Deduction will be deducted monthly from both the Fixed 
Accumulation Value and the Variable Accumulation Value and includes the cost 
of insurance, the Monthly Administrative Charge, the Monthly Mortality and 
Expense Risk Charge, and charges for optional insurance benefits. The cost of 
insurance will be determined by multiplying the applicable cost of insurance 
rate(s) by the net amount at risk. The Monthly Administrative Charge is 
currently $8.25 per month and is guaranteed not to exceed $12.00 per month. 
The Monthly Mortality and Expense Risk Charge will be equal to one-twelfth of 
 .9 of 1% (.90%) of the Variable Accumulation Value (that is, the total value 
attributable to a specific Policy in the Sub-Accounts of the Variable 
Account) of the Policy during the first 10 Policy Years. Beginning on Policy 
Year 11 and each year thereafter this monthly charge will be one-twelfth of 
 .45 of 1% (.45%) guaranteed not to exceed .9 of 1% (.90%) for the duration of 
the Policy. The charges for optional insurance benefits will vary depending 
upon the benefit(s) selected. See "Deductions and Charges -- Monthly 
Deduction". 

There is currently no charge imposed for each transfer but we presently 
charge $10.00 for each partial withdrawal. The charge for transfers and 
partial withdrawals is guaranteed not to exceed $25.00 per transfer or 
partial withdrawal. See "Deductions and Charges -- Transfer and Partial 
Withdrawal Charges". 

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

During the first 15 years the Policy is in force and the first 15 years 
following a requested increase in the Face Amount, there is a charge if the 
Policy lapses or you surrender the Policy (the Surrender Charge). The 
Surrender Charge consists of the Contingent Deferred Sales Charge to recover 
our sales expenses, and the Contingent Deferred Administrative Charge to 
recover our policy issue expenses. See "Deductions and Charges -- Surrender 
Charge". 

The maximum Contingent Deferred Sales Charge and the maximum Contingent 
Deferred Administrative Charge on the initial Face Amount and on any 
requested increases in Face Amount will be determined on the Policy Date and 
on the effective date of any such requested increase, as the case may be. 
These maximum charges then remain level during the first five years in the 
relevant 15-year period,

<PAGE>

and then reduce in equal monthly increments until they become zero at the end of
15 years. Thus, if the Policy remains in force during the entire relevant
15-year period, you do not pay this charge.

The Contingent Deferred Administrative Charge on the initial Face Amount will
depend upon the initial Face Amount. The Contingent Deferred Administrative
Charge on any requested increase in Face Amount will depend upon the Face Amount
of the increase. During the first five years in the relevant 15-year period,
this charge is $5.00 per $1,000 of Face Amount.

The Contingent Deferred Sales Charge on the initial Face Amount will depend 
upon the initial Face Amount, the Insured's Age on the Policy Date, and the 
Insured's sex. The Contingent Deferred Sales Charge on any requested increase 
in Face Amount will depend upon the Face Amount of the increase, the 
Insured's Age on the effective date of the increase, and the Insured's sex 
(see Appendix D). 

The Contingent Deferred Sales Charge applicable to Policies issued in 
Massachusetts and Montana will not be affected by the Insured's sex. 
Therefore, the Contingent Deferred Sales Charge applied to Policies issued in 
these two states will differ from the charge made on Policies issued in other 
states. Also, the Contingent Deferred Sales Charge applied to Policies issued 
in Pennsylvania may be higher or lower than in other states depending on the 
Insured's Age and sex. 

The Surrender Charge imposed upon early surrender or lapse will be 
significant. As a result, you should purchase a Policy only if you have the 
financial capability to keep it in force for a substantial period of time. 

WHAT IS THE VALUE OF THE POLICY IF YOU SURRENDER IT? 

In general, the Cash Surrender Value is the amount you would receive if you 
surrender the Policy. To determine the Cash Surrender Value, your 
Accumulation Value is reduced by the Surrender Charge, if any, and any Loan 
Amount and unpaid Monthly Deductions. During the first two Policy Years and 
the first two Policy Years following an increase in the Face Amount, you may 
also be entitled to a refund of a portion of any charges made for sales 
expenses. See "Surrender Benefits -- Total Surrender" and "Sales Charge 
Refund". 

CAN YOU MAKE PARTIAL WITHDRAWALS? 

Yes, you can withdraw part of your Cash Surrender Value. You will not incur a 
Surrender Charge, but partial withdrawals are subject to a processing charge. 
We currently make a $10.00 charge for each partial withdrawal. The charge is 
guaranteed not to exceed $25.00 per partial withdrawal. Only one partial 
withdrawal is allowed in any Policy Year. See "Surrender Benefits -- Partial 
Withdrawal". 

WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS? 

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

    *Midnight of the 20th day after you receive it; 

    *Midnight of the 20th day after a written Notice of Right of Withdrawal is 
     mailed or delivered to you; or 

    *Midnight of the 45th day after the date your application for the Policy 
     is signed. 

Also, the Policy may in effect be converted in whole or in part to a "fixed 
benefit" policy (providing benefits that do not vary with the investment 
performance of the Variable Account) at any time by transferring all or part 
of the Accumulation Value of the Policy from the Variable Account to the 
Fixed Account. For policies issued in Connecticut and New Jersey, the 
conversion right may be exercised by transferring to a different permanent 
fixed benefit life insurance policy offered by us in those states. See "Free 
Look and Conversion Rights -- Conversion Rights". 

Similar free look and conversion rights will be available for requested 
increases in the Face Amount. See "Free Look and Conversion Rights". 

CAN YOU TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT? 

Subject to certain restrictions, you can transfer all or part of your 
Accumulation Value between the investment options of the Policy. We currently 
allow up to twelve transfers per year. Transfers from the Fixed Account are 
subject to certain additional restrictions. We reserve the right to limit you 
to four 

<PAGE>

transfers per year and to make a charge for each transfer. (Transfers to or from
the Fixed Account are not available for policies issued in New Jersey.) We
currently make no charge for each transfer. This charge is guaranteed not to
exceed $25.00 per transfer. To the extent, however, that you request a transfer
from the Variable Account to the Fixed Account in connection with exercising
your conversion rights under the Policy (see "Free Look and Conversion Rights --
Conversion Rights"), the limit on the number of transfers and the charge will
not apply. See "Transfers".

CAN YOU BORROW AGAINST THE VALUE OF THE POLICY? 

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". 

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 as of December 31, 1996. 
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 

<PAGE>

investment trust under the Investment Company Act of 1940. The registration does
not involve supervision by the SEC of the management or investment policies or
practices of the Variable Account, us, or the Funds.

We own the assets of the Variable Account. However, the Minnesota laws under 
which the Variable Account was established provide that the Variable Account 
cannot be charged with liabilities arising out of any other business we may 
conduct. We are required to maintain assets which are at least equal to the 
reserves and other liabilities of the Variable Account. We may transfer 
assets which exceed these reserves and liabilities to our general account 
(the Fixed Account). 

For a description of the Fixed Account, see Appendix A to this Prospectus. 

PERFORMANCE INFORMATION 

Performance information for the Sub-Accounts of the Variable Account and the 
Funds available for investment by the Variable Account may appear in 
advertisements, sales literature, or reports to Policy owners or prospective 
purchasers. Performance information for the Sub-Accounts will reflect 
deductions of Fund expenses and be adjusted to reflect the Mortality and 
Expense Risk Charge, but will not reflect deductions for the cost of 
insurance or the Surrender Charge. Quotations of performance information for 
the Funds will be accompanied by performance information for the 
Sub-Accounts. Performance information for the Funds will take into account 
all fees and charges at the Fund level, but will not reflect any deductions 
from the Variable Account. Performance information reflects only the 
performance of a hypothetical investment during a particular time period in 
which the calculations are based. Performance information showing total 
returns and average annual total returns may be provided for periods prior to 
the date a Sub-Account commenced operation. Such performance information will 
be calculated based on the assumption that the Sub-Accounts were in existence 
for the same periods as those indicated for the Funds, with the level of 
charges at the Variable Account level that were in effect at the inception of 
the Sub-Accounts. Performance information should be considered in light of 
the investment objectives and policies, characteristics and quality of the 
portfolio of the Fund in which the Sub-Account invests, and the market 
conditions during the given period of time, and should not be considered as a 
representation of what may be achieved in the future. 

We may also provide individualized hypothetical illustrations of Policy 
Accumulation Value, Cash Surrender Value and Death Benefit based on 
historical investment returns of the Funds. These illustrations will reflect 
deductions for Fund expenses and Policy and Variable Account charges, 
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, 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. 


<PAGE>

THE POLICIES 

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

DEATH BENEFIT 

Like traditional life insurance, we pay a death benefit if the Insured dies 
while the Policy is in force. The proceeds payable upon the death of the 
Insured will be the Death Benefit (see "Death Benefit Options" below) reduced 
by any Loan Amount and unpaid Monthly Deductions. All or part of the proceeds 
may be paid in cash to your beneficiaries or under one or more of the 
settlement options we offer (see "General Provisions -- Settlement Options"). 

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

The Death Benefit may vary with the Policy's Accumulation Value. Under the 
Level Amount Option, the Death Benefit will only vary with the Accumulation 
Value whenever the Accumulation Value multiplied by the corridor percentage 
(see "Death Benefit Options -- Level Amount Option") exceeds the Face Amount 
of the Policy. The Death Benefit under the Variable Amount Option will always 
vary with the Accumulation Value because the Death Benefit equals the Face 
Amount plus the Accumulation Value, or the corridor percentage of the 
Accumulation Value. Under either Death Benefit Option, however, the Death 
Benefit will never be less than the current Face Amount of the Policy and 
will be payable only as long as the Policy remains in force. 

In addition to affecting the amount of the Death Benefit as described above, 
the Accumulation Value generally determines how long the Policy remains in 
force. See "Policy Lapse and Reinstatement". This means that, to the extent 
Accumulation Value is attributable to the Variable Account, the investment 
performance of the Variable Account (and the underlying Funds) may affect the 
duration of the Policy by affecting the amount of Accumulation Value. You 
bear the investment risk with respect to any amounts allocated to the 
Variable Account. If, however, the Death Benefit Guarantee is in effect (see 
"Death Benefit Guarantee"), the Policy will stay in force until the Insured 
reaches Age 65 (or five Policy Years, if longer) without regard to the 
investment performance under the Policy. 

Appendix C illustrates Accumulation Values, Surrender Charges, Cash Surrender 
Values, and Death Benefits assuming different levels of premium payments and 
investment returns for selected Ages and Face Amounts. 

DEATH BENEFIT OPTIONS 

The Level Amount Option and the Variable Amount Option are described below. 

   
LEVEL AMOUNT OPTION. The Death Benefit is the greater of the current Face 
Amount of the Policy or the corridor percentage of Accumulation Value on the 
Valuation Date on or next following the date of the Insured's death. The 
corridor percentage is 250% for an Insured Age 40 or below, and the 
percentage declines with increasing Ages as shown in the Corridor Percentage 
Table on page 20. Accordingly, under the Level Amount Option the Death 
Benefit will remain level unless the corridor percentage of Accumulation 
Value exceeds the current Face Amount, in which case the amount of the Death 
Benefit will vary as the Accumulation Value varies. 
    

ILLUSTRATION OF LEVEL AMOUNT OPTION. For purposes of this illustration, 
assume that the Insured is under Age 40, and that there is no Loan Amount. 
Under the Level Amount Option, a Policy with a $100,000 Face Amount will 
generally have a $100,000 Death Benefit. However, because the Death Benefit 
must be equal to or be greater than 250% of the Accumulation Value, any time 
the Accumulation Value of the Policy exceeds $40,000, the Death Benefit will 
exceed the $100,000 Face Amount. Each additional dollar added to the 
Accumulation Value above $40,000 will increase the Death Benefit by $2.50. 
Thus, if the Accumulation Value exceeds $40,000 and increases by $100 because of


<PAGE>

investment performance or premium payments, the Death Benefit will increase by
$250. A Policy owner with an Accumulation Value of $50,000 will be entitled to a
Death Benefit of $125,000 ($50,000 X 250%); an Accumulation Value of $75,000
will yield a Death Benefit of $187,500 ($75,000 X 250%); and an Accumulation
Value of $100,000 will yield a Death Benefit of $250,000 ($100,000 X 250%).

Similarly, as long as the Accumulation Value exceeds $40,000, each dollar 
taken out of the Accumulation Value will reduce the Death Benefit by $2.50. 
If, for example, the Accumulation Value is reduced from $75,000 to $70,000 
because of partial withdrawals, charges, or negative investment performance, 
the Death Benefit will be reduced from $187,500 to $175,000. If at any time, 
however, the Accumulation Value multiplied by the corridor percentage is less 
than the Face Amount, the Death Benefit will equal the current Face Amount of 
the Policy. 

The corridor percentage becomes lower as the Insured's Age increases. If the 
current Age of the Insured in the illustration above were, for example, 50 
(rather than under Age 40), the corridor percentage would be 185%. The Death 
Benefit would not exceed the $100,000 Face Amount unless the Accumulation 
Value exceeded approximately $54,055 (rather than $40,000), and each $1 then 
added to or taken from the Accumulation Value would change the Death Benefit 
by $1.85 (rather than $2.50). 

                          CORRIDOR PERCENTAGE TABLE 


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

<PAGE>

VARIABLE AMOUNT OPTION. The Death Benefit is equal to the greater of the 
current Face Amount plus the Accumulation Value of the Policy, or the 
corridor percentage of the Accumulation Value on the Valuation Date on or 
next following the date of the Insured's death. The corridor percentage is 
250% for an Insured Age 40 or below, and the percentage declines with 
increasing Age as shown in the Corridor Percentage Table above. Accordingly, 
under the Variable Amount Option the amount of the Death Benefit will always 
vary as the Accumulation Value varies. 

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

Similarly, any time the Accumulation Value exceeds $66,667, each dollar taken 
out of the Accumulation Value will reduce the Death Benefit by $2.50. If, for 
example, the Accumulation Value is reduced from $75,000 to $70,000 because of 
partial withdrawals, charges, or negative investment performance, the Death 
Benefit will be reduced from $187,500 to $175,000. If at any time, however, 
the Accumulation Value multiplied by the corridor percentage is less than the 
Face Amount plus the Accumulation Value, then the Death Benefit will be the 
current Face Amount plus the Accumulation Value of the Policy. 

The corridor percentage becomes lower as the Insured's Age increases. If the 
current Age of the Insured in the illustration above were, for example, 50 
(rather than under 40), the corridor percentage would be 185%. The amount of 
the Death Benefit would be the sum of the Accumulation Value plus $100,000 
unless the Accumulation Value exceeded approximately $117,647 (rather than 
$66,667), and each $1 then added to or taken from the Accumulation Value 
would change the Death Benefit by $1.85 (rather than $2.50). 

WHICH DEATH BENEFIT OPTION TO CHOOSE 

If you prefer to have premium payments and favorable investment performance 
reflected partly in the form of an increasing Death Benefit, you should 
choose the Variable Amount Option. If you are satisfied with the amount of 
your existing insurance coverage and prefer to have premium payments and 
favorable investment performance reflected to the maximum extent in the 
Accumulation Value, you should choose the Level Amount Option. 

REQUESTED CHANGES IN FACE AMOUNT 

Subject to certain limitations, you may request an increase or decrease in 
the Face Amount. 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 


<PAGE>

receipt of a written request. You cannot request a decrease in the Face Amount
more frequently than once every six months. The Face Amount remaining in force
after any requested decrease may not be less than the Minimum Face Amount shown
in the Policy. Under our current policies, the Minimum Face Amount is $25,000,
but we reserve the right to establish a different Minimum Face Amount in the
future. If, following a decrease in Face Amount, the Policy would no longer
qualify as life insurance under Federal tax law (see "Federal Tax Matters --
Policy Proceeds"), the decrease will be limited to the extent necessary to meet
these requirements.

For purposes of determining the cost of insurance, decreases in the Face 
Amount will be applied to reduce the current Face Amount in the following 
order: 

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

    (b) The next most recent increases successively; and

    (c) The Face Amount when the Policy was issued.

By reducing the current Face Amount in this manner, the Rate Class applicable 
to the most recent increase in Face Amount will be eliminated first, then the 
Rate Class applicable to the next most recent increase, and so on, for the 
purposes of calculating the cost of insurance. This assumption will affect 
the cost of insurance under the Policy only if different Rate Classes have 
been applied to the current Face Amount. A Rate Class is a group of Insureds 
we determine based upon our expectation that they will have similar mortality 
experience. We currently place Insureds into standard Rate Classes or into 
substandard Rate Classes that involve a higher mortality risk (for example, a 
200% Rate Class or a 300% Rate Class). In an otherwise identical Policy, an 
Insured in the standard Rate Class will have a lower cost of insurance than 
an Insured in a substandard Rate Class with higher mortality risks. See 
"Deductions and Charges -- Monthly Deduction". 

For example, assume that the initial Face Amount was $50,000 with a standard 
Rate Class, and that successive increases of $25,000 (at a Rate Class of 
200%) and $50,000 (at a Rate Class of 300%) were added. If a decrease of 
$50,000 or less is requested, the amount of insurance at a 300% Rate Class 
will be reduced first. If a decrease of more than $50,000 is requested, the 
amount at a 300% Rate Class will be eliminated, and the excess over $50,000 
will next reduce the amount of insurance at a 200% Rate Class. 

EFFECT OF REQUESTED CHANGES IN FACE AMOUNT. An increase or decrease in Face 
Amount will affect the Monthly Deduction because the cost of insurance 
depends upon the Face Amount. The charge for certain optional insurance 
benefits may also be affected. See "Deductions and Charges -- Monthly 
Deduction". An increase in the Face Amount will increase the Surrender 
Charge, but a decrease in the Face Amount will not reduce the Surrender 
Charge. The Surrender Charge is, however, imposed only upon lapse or total 
surrender of the Policy and not upon a requested decrease in Face Amount. See 
"Deductions and Charges -- Surrender Charge". 

An increase in the Face Amount will increase the Minimum Monthly Premium as 
of the effective date of the increase. Therefore, additional premium payments 
may be required to maintain the Death Benefit Guarantee. A decrease in the 
Face Amount will reduce the Minimum Monthly Premium as of the effective date 
of the decrease. See "Death Benefit Guarantee". 

The additional Surrender Charge on a requested increase in the Face Amount 
will reduce the Cash Surrender Value (which is the Accumulation Value less 
any Surrender Charge, Loan Amount and unpaid Monthly Deductions). If the 
resulting Cash Surrender Value is not sufficient to cover the Monthly 
Deduction, the Policy may lapse unless the Death Benefit Guarantee is in 
effect. See "Policy Lapse and Reinstatement -- Lapse" and "Death Benefit 
Guarantee". 

INSURANCE PROTECTION 

You may increase or decrease the pure insurance protection provided by the 
Policy (that is, the difference between the Death Benefit and the 
Accumulation Value) in one of several ways as insurance needs change. These 
ways include increasing or decreasing the Face Amount of insurance, changing 
the level of premium payments, and, to a lesser extent, making a partial 
withdrawal under the Policy. Although the consequences of each of these 
methods will depend upon the individual circumstances, they may be generally 
summarized as follows: 


<PAGE>

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

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

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

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

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

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

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

CHANGE IN DEATH BENEFIT OPTION 

After the first two Policy Years, you may change the Death Benefit Option. 
You must submit a written request to change the Death Benefit Option. A 
change in the Death Benefit Option will also change the Face Amount. If the 
Death Benefit Option is changed from the Level Amount Option to the Variable 
Amount Option, the Face Amount will be decreased by an amount equal to the 
Accumulation Value on the effective date of the change. You cannot change 
from the Level Amount Option to the Variable Amount Option if the resulting 
Face Amount would fall below the Minimum Face Amount (currently $25,000). 

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

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

Changes in the Death Benefit Option do not require additional evidence of 
insurability. 


<PAGE>

ACCELERATED BENEFIT RIDER 

Under certain circumstances, the Accelerated Benefit Rider allows a Policy 
owner to accelerate benefits from the Policy that would be otherwise payable 
upon the death of the Insured. The benefit may vary state-by-state and your 
registered representative should be consulted as to whether and to what 
extent the rider is available in a particular state and on any particular 
Policy. 

Generally, we will provide an Accelerated Benefit if the Insured has a 
terminal illness that will result in the death of the Insured within 12 
months, as certified by a physician. 

The Accelerated Benefit will not be more than 50% of the amount that would be 
payable at the death of the Insured. The Accelerated Benefit will first be 
used to pay off any outstanding Policy loans and interest due. The remainder 
of the Accelerated Benefit will be in a lump sum to the Policy owner. 
Limitations, as described in the Accelerated Benefit Rider, may apply. 

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

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

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

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

The above information is not intended to be a complete summary of the Rider. 
All of the terms and provisions of the Accelerated Benefit Rider are set 
forth in the Rider and should be referred to in order to fully ascertain its 
benefits and limitations. 

PAYMENT AND ALLOCATION OF PREMIUMS 

ISSUING THE POLICY 

To apply for a Policy, an individual must complete an application and 
personally deliver it to our licensed agent. The minimum Face Amount is 
currently $25,000, but we reserve the right to specify a different minimum 
Face Amount in the future for issuing a new Policy. We will generally only 
issue a Policy to an applicant Age 75 or less who supplies evidence of 
insurability satisfactory to us. Acceptance is subject to our underwriting 
rules and we reserve the right to reject an application for any reason 
permitted by law. 

SPONSORED MARKET PLANS. Policies may be purchased under sponsored arrangements
where permitted by state law. A "sponsored arrangement" includes an arrangement
where an employer permits group solicitation of its employees or an association
permits group solicitations of its members for the purchase of Policies on an
individual basis.

All participants in sponsored arrangements are individually underwritten. 
Persons purchasing under a sponsored arrangement may apply for simplified 
underwriting. If simplified underwriting is granted, the cost of insurance 
may increase as a result of higher than anticipated mortality experience. 
However, any such increase will not cause the cost of insurance charge to 
exceed the guaranteed rates set forth in the Policy. 

COVERAGE. Coverage under a Policy begins on the later of the Issue Date or 
the date we receive at least the minimum initial premium (see immediately 
following section). In general, if the applicant pays at least the minimum 
initial premium with the application, the Issue Date will be the later of the 
date of the application or the date of any medical examination required by 
our underwriting procedures. However, if underwriting approval has not 
occurred within 45 days after we receive the application or if you authorize 
premiums to be paid by bank account monthly deduction, the Issue Date will be 
the date of underwriting approval. 

If you authorize premiums to be paid by government allotment, the Issue Date 
generally will be, subject to our underwriting approval, the first day of the 
month in which we receive the first Minimum Monthly Premium through 
government allotment, whether or not a Minimum Monthly Premium is 


<PAGE>

collected with the application. If a Minimum Monthly Premium is collected with
the application, it will be allocated to the Sub-Accounts of the Variable
Account and the Fixed Account on the Valuation Date next following the Issue
Date.

MINIMUM INITIAL PREMIUM. The minimum initial premium is three Minimum Monthly 
Premiums (see "Death Benefit Guarantee"). If, however, you authorize premiums 
to be paid by bank account monthly deduction or government allotment, we will 
accept one Minimum Monthly Premium together with the required authorization 
forms. The Minimum Monthly Premium is specified in the Policy and determines 
the payments required to maintain the Death Benefit Guarantee. 

TEMPORARY INSURANCE. At the time the application is taken, the applicant can 
receive temporary insurance coverage by paying a premium equal to 10% of 
annualized Minimum Monthly Premium. The temporary insurance will be for the 
face amount specified in the premium receipt and will be effective until the 
earliest of the following: 

    *The date the coverage under the Policy is effective. 

    *The date the applicant receives an offer for an alternative policy, a 
     notice of termination of temporary insurance coverage, or notice that we 
     have rejected the application. 

    *The date of death of the proposed Insured, any proposed additional 
     Insured, or any proposed Insured child. 

    *The 75th day after the date of the receipt for the temporary insurance. 

CREDITING NET PREMIUMS. We will credit Net Premiums to the Sub-Accounts of 
the Variable Account and to the Fixed Account (except for policies issued in 
New Jersey) on the basis of the applicant's allocation on the latest of the 
following dates: 

    *The Valuation Date following the date of underwriting approval. 

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

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

    *In the case of Policies issued under government allotment programs, the 
     Valuation Date next following the Issue Date. 

Until the date on which Net Premiums are credited as described above, premium 
payments will be held in our General Account. No interest will be earned on 
these premium payments during this period of time. 

REFUNDING PREMIUM. We will return all premiums paid without interest if any 
of the following occur: 

    *We send notice to the applicant that the insurance is declined. 

    *The applicant refuses an offer for an alternative policy. 

    *The applicant does not supply required medical exams or tests within 30 
     days of the date of the application. 

    *The applicant returns the Policy under the limited free look right. See 
     "Free Look and Conversion Rights -- Free Look Rights". 

ALLOCATION OF PREMIUMS 

You choose the initial allocation of your Net Premiums (your gross premiums 
less the Premium Expense Charge) to the Fixed Account and the Sub-Accounts of 
the Variable Account on the application for the Policy. (The Fixed Account is 
not available for Net Premium allocation under policies issued in New 
Jersey.) 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. 


<PAGE>

AMOUNT AND TIMING OF PREMIUMS 

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

    *IN MOST CASES, PAYMENT OF CUMULATIVE PREMIUMS SUFFICIENT TO MAINTAIN THE 
     DEATH BENEFIT GUARANTEE WILL BE REQUIRED TO KEEP THE POLICY IN FORCE 
     DURING AT LEAST THE FIRST SEVERAL POLICY YEARS. SEE "DEATH BENEFIT 
     GUARANTEE". 

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

    *We reserve the right to limit the amount of any premium payment. In 
     general, during the first Policy Year we will not accept total premium 
     payments in excess of $250,000 on the life of any Insured, whether such 
     payments are received on a Policy or on any other insurance policy issued 
     by us or our affiliates. Also, we will not accept any premium payment in 
     excess of $50,000 on any Policy after the first Policy Year. At our 
     discretion, however, we may waive any of these premium limitations. 

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

    *In no event may the total of all premiums paid, both scheduled and 
     unscheduled, exceed the current maximum premium payments allowed for life 
     insurance under Section 7702 of the Federal Internal Revenue Code. If at 
     any time a premium is paid which would result in total 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: 


<PAGE>

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

DEATH BENEFIT GUARANTEE 

If you meet the requirements described below, we guarantee that we will not 
lapse the Policy even if the Cash Surrender Value is not sufficient to cover 
the Monthly Deduction that is due. This feature of the Policy is called the 
"Death Benefit Guarantee". The Death Benefit Guarantee expires at the 
Insured's Age 65 (or five Policy Years, if longer). 

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

REQUIREMENTS 

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

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 


<PAGE>

we do not receive the required premium payment within 61 days from the date of
our notice, the Death Benefit Guarantee will terminate. THE DEATH BENEFIT
GUARANTEE CANNOT BE REINSTATED. 

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

ACCUMULATION VALUE 

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

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

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. 


<PAGE>

SALES CHARGE. A sales charge of 2.50% of each premium payment will be 
deducted to compensate us for expenses relating to the distribution of the 
Policy, including agents' commissions, advertising, and the printing of the 
prospectuses and sales literature for new and prospective buyers of this 
policy. In addition, we may charge a contingent deferred sales charge if you 
surrender the Policy or the Policy lapses. See "Deductions and Charges -- 
Surrender Charge". 

PREMIUM TAX CHARGE. Various states and subdivisions impose a tax on premiums 
received by insurance companies. Premium taxes vary from state to state. A 
charge of 2.50% of each premium payment will be deducted by us. The deduction 
represents an amount we consider necessary to pay all taxes imposed by the 
states and any subdivisions. 

PREMIUM PROCESSING CHARGE. We may make a charge of up to $2.00 per premium 
payment to reimburse us for the cost of collecting and processing premiums, 
although we currently make no such charge. If a premium processing charge is 
made, it will be deducted from premium payments before the percentage 
deductions for sales charge and premium taxes. 

MONTHLY DEDUCTION 

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

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

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

COST OF INSURANCE. We will determine the monthly cost of insurance by 
multiplying the applicable cost of insurance rate or rates by the net amount 
at risk under the Policy. The net amount at risk under the Policy for a 
Policy Month is (a) the Death Benefit at the beginning of the Policy Month 
divided by 1.004074 (which reduces the net amount at risk, solely for 
purposes of computing the cost of insurance, by taking into account assumed 
monthly earnings at an annual rate of 5%), less (b) the Accumulation Value at 
the beginning of the Policy Month (reduced by any charges for rider 
benefits). As a result, the net amount at risk may be affected by changes in 
the Accumulation Value or in the Death Benefit. 

The Rate Class of an Insured may affect the cost of insurance. A Rate Class 
is a group of Insureds we determine based upon our expectation that they will 
have similar mortality experience. We currently place Insureds into standard 
Rate Classes or into substandard Rate Classes that involve a higher mortality 
risk. In an otherwise identical Policy, an Insured in the standard Rate Class 
will have a lower cost of insurance than an Insured in a Rate Class with 
higher mortality risks. 

If there is an increase in the Face Amount and the Rate Class applicable to 
the increase is different from that for the initial Face Amount or any prior 
requested increases in Face Amount, the net amount at risk will be calculated 
separately for each Rate Class. For purposes of determining the net amount at 
risk for each Rate Class, the Accumulation Value will first be assumed to be 
part of the initial Face Amount. If the Accumulation Value is greater than 
the initial Face Amount, it will then be assumed to be part of each increase 
in order, starting with the first increase. 

Cost of insurance rates will be based on the sex, Issue Age, Policy Year and 
Rate Class(es) of the Insured. The actual monthly cost of insurance rates 
will reflect our expectations as to future experience. They will not, 
however, be greater than the guaranteed cost of insurance rates shown in the 
Policy, which are based on the Commissioner's 1980 Standard Ordinary 
Mortality Tables for smokers or nonsmokers, respectively. 

MONTHLY ADMINISTRATIVE CHARGE. Each month we deduct an administrative charge 
of $8.25 which is guaranteed not to exceed $12.00 each month. This charge 
reimburses us for expenses incurred in administering the Policy, such as 
processing claims, maintaining records, making Policy changes, printing and 
mailing prospectuses and annual and semi-annual reports to Policy owners and 
communicating with you and other owners of Policies. Because this charge is 
intended to cover the average anticipated


<PAGE>

administrative expenses for all Policies, however, there is not necessarily a
relationship between the amount of this charge for a given Policy and the amount
of expenses that may be attributable to that Policy.

MONTHLY MORTALITY AND EXPENSE RISK CHARGE. Each month during the first 10 
Policy Years we will deduct a charge at an annual rate of .9 of 1% (.90%) of 
the Variable Accumulation Value of the Policy. Each month thereafter we will 
deduct a charge at an annual rate of .45 of 1% (.45%) of the Variable 
Accumulation Value guaranteed not to exceed .9 of 1% (.90%) for the duration 
of the Policy. 

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 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 and any requested increase 
in Face Amount is determined on the Policy Date and on the effective date of 
any requested increase in Face Amount respectively. The maximum charge is 
$5.00 per $1,000 of Face Amount during the first five years of the relevant 
15 year period, and decreases thereafter in equal monthly increments until it 
becomes zero at the end of the 15 year period. 

   
The Contingent Deferred Administrative Charge for the initial Face Amount or 
a requested increase in Face Amount can be determined by multiplying (a) 
$5.00 by (b) the initial Face Amount or the Face Amount of the increase, as 
the case may be, and by (c) the applicable percentage from the Surrender 
Charge Percentage Table shown on page 32, and then dividing this amount by 
1000. For example assume that an Insured buys a Policy with an initial Face 
Amount of $100,000. If the Policy is surrendered at any time in the first 
five Policy Years, the Contingent Deferred Administrative Charge is 
calculated by multiplying (a) $5.00 by (b) $100,000 (the initial Face 
Amount), and by (c) 100% (the applicable percentage from the Surrender Charge 
Percentage Table), and then dividing by 1000. This results in a total of $500 
($5.00 x 100,000 x 100% / 1000). 
    

The calculation of an additional Contingent Deferred Administrative Charge 
for a requested increase in Face Amount is the same as for the initial Face 
Amount, except that the charges are based on the amount of the increase and 
the years and months are measured from the effective date of the increase. 

CONTINGENT DEFERRED SALES CHARGE. The maximum Contingent Deferred Sales 
Charge for the initial Face Amount or any requested increase in Face Amount 
will be determined on the Policy Date or on the 


<PAGE>

effective date of any requested increase respectively. The Contingent Deferred
Sales Charge will remain level for the first five years in the relevant 15 year
period, and then reduces in equal monthly increments until it becomes zero at
the end of 15 years. The Contingent Deferred Sales Charge will vary depending
upon the Insured's Age (on the Policy Date or on the effective date of an
increase in Face Amount) and the Insured's sex.

If you surrender the Policy during the first two Policy Years or during the 
first 24 months following a requested increase in Face Amount, you may be 
entitled to a refund of a portion of the Contingent Deferred Sales Charge. 
See "Sales Charge Refund." 

The Contingent Deferred Sales Charge will be equal to the lesser of: 

(a) 47.50% of the premiums attributable to the initial Face Amount of the 
    Policy and any premiums attributable to an increase in Face Amount; or 

(b) The result of the Contingent Deferred Sales Charge calculation described 
    below. 

CONTINGENT DEFERRED SALES CHARGE CALCULATION. For purposes of (b) above, the
Contingent Deferred Sales Charge for the initial Face Amount or any requested
increase in Face Amount is determined by multiplying (i) the applicable Charge
per $1,000 of Face Amount from Appendix D by (ii) the Initial Face Amount or the
Face Amount of the increase, as applicable, and by (iii) the applicable
percentage from the Surrender Charge Percentage Table below, and then dividing
this amount by 1000.

EXAMPLE. The following example illustrates how the Contingent Deferred Sales
Charge is determined. Assume that a male, Age 35 buys a policy with an initial
Face Amount of $100,000 and he surrenders the Policy during the third Policy
Year at which time he has paid cumulative premiums of $2,000. Based on these
assumptions the Contingent Deferred Sales Charge will be the lesser of:

(a) 47.50% times the cumulative premiums paid on the Policy, which is $950 
    (47.50 x $2,000); or 

(b) The result of the Contingent Deferred Sales Charge Calculation, which is 
    determined by multiplying (i) $14.00 (from Appendix D for a male age 35) 
    by (ii) $100,000 (the Initial Face Amount) and by (iii) 100% (the 
    applicable percentage from the Surrender Charge Percentage Table), and 
    then dividing by 1000, which results in a total of $1,400 ($14.00 x 
    100,000 x 100%/1000). 

The additional Contingent Deferred Sales Charge for requested increases in 
Face Amount will be calculated in the same manner as illustrated in the 
example above. However, for purposes of determining the amount in (a) in the 
above example, the cumulative premium paid is replaced by the premiums 
attributable to the increase in Face Amount. The premiums attributable to the 
increase in Face Amount will consist of a portion of the existing 
Accumulation Value and a portion of the premium payments made after the 
effective date of the increase. The proportion of existing Accumulation Value 
and subsequent premium payments attributable to the increase will equal (a) 
the Surrender Charge Guideline for the increase found in Appendix E, divided 
by (b) the sum of the Surrender Charge Guideline(s) for the initial Face 
Amount and each increase in Face Amount. 

MASSACHUSETTS, MONTANA AND PENNSYLVANIA RESIDENTS. Appendix C, Appendix D, 
Appendix E and the preceding illustrations of the Contingent Deferred Sales 
Charge do not apply to Policies issued in Massachusetts, Montana and 
Pennsylvania. The Contingent Deferred Sales Charge applied to Policies issued 
in Massachusetts and Montana is not affected by the Insured's sex. Therefore, 
the Contingent Deferred Sales Charge made on Policies issued in these two 
states will differ from the charge made in other states. In Pennsylvania, the 
Insured's sex will be a factor in determining the amount of Contingent 
Deferred Sales Charge applied to a Policy, but the charge will differ from 
the charge described in the above example. 

<PAGE>

                      SURRENDER CHARGE PERCENTAGE TABLE 

  IF SURRENDER OR LAPSE OCCURS IN         THE FOLLOWING PERCENTAGES OF THE 
  THE LAST MONTH OF POLICY YEAR:*        SURRENDER CHARGE WILL BE PAYABLE:** 
  -------------------------------        ----------------------------------- 
             1 through 5                                 100% 
                  6                                       90% 
                  7                                       80% 
                  8                                       70% 
                  9                                       60% 
                 10                                       50% 
                 11                                       40% 
                 12                                       30% 
                 13                                       20% 
                 14                                       10% 
            15 and later                                   0% 

* 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. The transfer 
charge will not be imposed on transfers that occur as a result of Policy 
loans or the exercise of conversion rights. 

REDUCTION OF CHARGES 

Any of the charges under the Policy, as well as the minimum Face Amount set 
forth in this Prospectus, may be reduced because of special circumstances 
that result in lower sales, administrative, or mortality expenses. For 
example, special circumstances may exist in connection with group or 
sponsored arrangements, sales to our policyholders or those of affiliated 
insurance companies, or sales to employees or clients of members of our 
affiliated group of insurance companies. The amount of any reductions will 
reflect the reduced sales effort and administrative costs resulting from, or 
the different mortality experience expected as a result of, the special 
circumstances. Reductions will not be unfairly discriminatory against any 
person, including the affected Policy owners and owners of all other policies 
funded by the Variable Account. 

SALES CHARGE REFUND 

During the first two Policy Years and during the first 24 Policy Months 
following the effective date of any requested increase in Face Amount, we may 
be required to refund a portion of the Contingent Deferred Sales Charge if 
you surrender the Policy. This refund is called the Sales Charge Refund. 

Any amount used in the calculation described below will be determined on the 
effective date of surrender. 

   
INITIAL FACE AMOUNT. If the Policy is surrendered during the first two Policy 
Years, a Sales Charge Refund will be made to the extent that the total sales 
charge deducted (which consists of the 2.50% sales charge deducted from each 
premium payment and the Contingent Deferred Sales Charge) exceeds (i) 30% of 
actual premium payments made during the first Policy Year up to the amount of 
the Surrender Charge Guideline (see below) for the initial Face Amount, plus 
(ii) 9% of any actual premium payments made that exceed (i). In addition, the 
amount of the refund will never decrease as the result of the payment of a 
premium. After the second Policy Year, there is no Sales Charge Refund with 
respect to the initial Face Amount. 
    

As described above, the Sales Charge Refund is calculated based on 
percentages of premium payments. While the total sales charge deducted under 
the Policy is not based solely on premium payments, it is possible to 
translate the total sales charge into a percentage of premium payments. In 
general, the total sales charge deducted (before calculating the Sales Charge 
Refund) will be 50% of 


<PAGE>

each premium payment until premium payments reach a certain level. The level
ranges from approximately 35% of a Surrender Charge Guideline for a male age 0,
up to approximately 115% of a Surrender Charge Guideline for a male age 40, and
down to approximately 45% of a Surrender Charge Guideline for a male age 75.
After premium payments reach this level, the total sales charge will equal 2.50%
of each additional premium payment. During the two Policy Years when the Sales
Charge Refund applies, however, the total sales charge will be limited to 30% of
actual first year premium payments up to the amount of a Surrender Charge
Guideline, 9% of actual premium payments until payments reach the level where
the total sales charge drops to 2.50%, and 2.50% of any additional premium
payments beyond that level. If you have any questions regarding the amount of
your Sales Charge Refund, please call us.

Due to the Sales Charge Refund, the total sales charge for the initial Face 
Amount will be significantly less if a Policy is surrendered during the first 
two Policy Years rather than shortly thereafter. 

The Surrender Charge Guideline will equal the amount obtained by dividing the 
Face Amount or the amount of the increase, as the case may be, by $1,000, and 
multiplying the result by the applicable factor from Appendix E. 

REQUESTED INCREASES IN FACE AMOUNT. If you cancel a requested increase in 
Face Amount during the first 24 Policy Months following the increase (but 
after the free look period -- see "Free Look and Conversion Rights -- Free 
Look Rights"), and the Policy is surrendered at any time thereafter, a Sales 
Charge Refund will be made to the extent that the total sales charge for the 
increase (which consists of 2.50% of the premiums attributable to the 
increase and the Contingent Deferred Sales Charge for the increase) exceeds 
(i) 30% of the premiums attributable to the increase in the 12 Policy Months 
following the increase up to the amount of the Surrender Charge Guideline for 
the increase (see immediately preceding paragraph), plus (ii) 9% of any 
premiums attributable to the increase that exceed (i). In addition, the 
amount of the refund will never decrease as the result of the payment of a 
premium. This refund is only available if the increase is cancelled within 
the 24 Policy Months following its effective date, and the Policy is 
subsequently surrendered. No refund is available if the increase is cancelled 
after the 24-month period. 

Calculating total sales charge deducted for an increase as a percentage of 
premiums attributable to the increase is, in general, the same as described 
above for the initial Face Amount. Thus, due to the Sales Charge Refund, the 
total sales charge for a requested increase in Face Amount may be 
significantly less if the increase is cancelled during the 24-month period 
following the increase rather than shortly thereafter. If you have any 
questions regarding the amount of your Sales Charge Refund, please call us. 

For the purposes of the preceding paragraph, the premiums attributable to the 
increase will be determined as described in the section entitled "Deductions 
and Charges -- Surrender Charge -- Calculation of Contingent Deferred Sales 
Charge", which means that, in effect, a proportionate amount of the existing 
Accumulation Value on the effective date of the increase will be deemed to be 
a premium payment for the increase, and subsequent premium payments will be 
prorated. 

EFFECT OF SALES CHARGE REFUND. The Sales Charge Refund will be applied to 
maintain the Policy in force when the Cash Surrender Value is insufficient to 
cover the Monthly Deduction. If the remaining Sales Charge Refund (not 
already applied to keep the Policy in force) is insufficient to cover the 
Monthly Deduction, this remaining Sales Charge Refund may be applied for the 
grace period under the Policy. See "Policy Lapse and Reinstatement". Any 
Sales Charge Refund not so applied will be refunded to you upon the total 
surrender of the Policy. 

POLICY LAPSE AND REINSTATEMENT 

LAPSE. Unlike traditional life insurance policies, the failure to make a 
Planned Periodic Payment will not by itself cause the Policy to lapse. If the 
Death Benefit Guarantee is not in effect, the Policy will lapse only if, as 
of any Monthly Anniversary, the Cash Surrender Value plus any Sales Charge 
Refund is less than the Monthly Deduction due, and a grace period of 61 days 
expires without a sufficient payment. If (during the first two Policy Years 
or the first 24 Policy Months after a requested increase in Face Amount) 
there exists any Sales Charge Refund (see "Sales Charge Refund") sufficient 
to supplement the Cash Surrender Value so as to cover the Monthly Deduction, 
then the Sales Charge Refund will be applied by us to keep the Policy in 
force. The amount of Sales Charge Refund available 


<PAGE>

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 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 


<PAGE>

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 (currently $25,000). 

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

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

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

TRANSFERS 

You may transfer all or part of the Variable Accumulation Value between the 
Sub-Accounts or to the Fixed Account subject to any conditions the Funds 
whose shares are involved may impose. (Transfers to or from the Fixed Account 
are not available for Policies issued in New Jersey.) Transfer requests must 
be in writing unless you have completed a telephone transfer authorization 
form. You may also direct us to automatically make periodic transfers under 
the Dollar Cost Averaging or Portfolio Rebalancing services as described 
below. 

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


<PAGE>

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 INSTRUCTIONS. You are allowed to enter certain types of 
instructions either by telephone or by fax if you complete a telephone/fax 
instruction authorization form. If you complete the form, you can enter the 
following types of instructions by telephone or fax: transfers between 
Sub-Accounts, changes of allocations among fund options, and change of 
Sub-Account for systematic withdrawals, and change of Sub-Account for 
variable annuitization payouts. If the Owner completes the telephone/fax 
form, the Owner agrees 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 the Owner or was made without the Owner's 
authorization, and loss results from such unauthorized transfer, the Owner 
bears 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. The Company will employ reasonable procedures 
to confirm that instructions communicated by telephone/fax are genuine. In 
the event the Company does not employ such procedures, the Company 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. 

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. 


<PAGE>

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

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

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

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

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

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 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. 


<PAGE>

The loan proceeds will normally be paid to you within seven days after we 
receive your request. Payment of loan proceeds to you may be postponed under 
certain circumstances. See "General Provisions -- Postponement of Payments". 

Payments made by you generally will be treated as premium payments, rather 
than Policy loan repayments, unless you indicate that the payment should be 
treated otherwise or unless we decide, at our discretion, to apply the 
payment as a Policy loan repayment. As a result, unless you indicate that a 
payment is a loan repayment, all payments you make to the Policy will 
generally be subject to the Premium Expense Charge. See "Deductions and 
Charges -- Premium Expense Charge". 

The total of your outstanding Policy loans is called the "Loan Amount". 

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

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

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

This can be illustrated as follows. Assume that the Fixed Accumulation Value 
is $5,000 and the Variable Accumulation Value is $6,000, with Sub-Account XXX 
= $2,000, and Sub-Account YYY = $4,000. Assume that the existing Loan Amount 
is $1,000, and the new Policy loan request is $5,000. For purposes of 
determining the proportions, we first subtract the existing Loan Amount from 
the Fixed Accumulation Value, and then we add the Variable Accumulation 
Value, which in our example would be ($5,000 - $1,000) + $6,000 = $10,000. 
The proportionate percentages of the Policy loan coming from the Fixed 
Accumulation Value and the Variable Accumulation Value are then determined as 
a percentage of this total, which would be $4,000/$10,000 = 40% from the 
Fixed Accumulation Value, and $6,000/$10,000 = 60% from the Variable 
Accumulation Value. The percentage deducted from the Variable Accumulation 
Value would be distributed as follows: $2,000/$10,000 = 20% from Sub-Account 
XXX; and $4,000/$10,000 = 40% from Sub-Account YYY. The actual amounts coming 
from the various Accounts in connection with the new $5,000 Policy loan would 
be 40% X $5,000 = $2,000 from the Fixed Account; 20% X $5,000 = $1,000 from 
Sub-Account XXX; and 40% X $5,000 = $2,000 from Sub-Account YYY. 

EFFECT ON INVESTMENT PERFORMANCE. Amounts coming from the Variable Account as 
security for Policy loans will no longer participate in the investment 
performance of the Variable Account. All amounts held in the Fixed Account as 
security for Policy loans (that is, the Loan Amount) will only be credited 
with interest at an effective annual rate currently equal to 5.50% 
(guaranteed to be no less than 4.00%). NO ADDITIONAL INTEREST WILL BE 
CREDITED TO THESE AMOUNTS. On the Policy Anniversary, any interest credited 
on these amounts will be credited to the Fixed Account and the Variable 
Account according to the premium allocation then in effect (see "Payment and 
Allocation of Premiums -- Allocation of Premiums"). 

Although Policy loans may be repaid in whole or in part at any time before 
the Insured's Age 95, Policy loans will permanently affect the Policy's 
potential Accumulation Value. As a result, to the extent 


<PAGE>

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. 

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. 


<PAGE>

FOLLOWING A REQUESTED INCREASE IN FACE AMOUNT. Any requested increase in Face 
Amount is also subject to a free look period during which you have a right to 
cancel the increase and receive a refund. You must notify us or your agent 
and ask us to cancel the increase by the latest of: 

    *Midnight of the 20th day after receiving a new Policy Data Page; 

    *Midnight of the 20th day after a written Notice of Right of Withdrawal is 
     mailed or delivered to you; or 

    *Midnight of the 45th day after the date your request for the increase is 
     signed. 

Upon requesting cancellation of the increase, you will receive a refund, if 
you so request, or otherwise a restoration to the Policy's Accumulation Value 
(allocated among the Fixed Account and the Sub-Accounts of the Variable 
Account as if it were a Net Premium payment), in an amount equal to all 
Monthly Deductions attributable to the increase in Face Amount, including 
rider costs arising from the increase. This refund or credit will be made 
within seven days after we receive the request for cancellation on the 
appropriate form. In addition, the Surrender Charge will be adjusted so that 
it will be as though no such increase in Face Amount had occurred. Premiums 
paid after an increase in Face Amount will not be refunded following 
cancellation of the increase. If you request an increase in Face Amount you 
should take this into account in deciding whether to make any premium 
payments during the free look period for the increase. 

CONVERSION RIGHTS 

During the first two Policy Years and the first two years following a 
requested increase in Face Amount, we are required to provide you with an 
option to convert the Policy or any requested increase in Face Amount to a 
life insurance policy under which the benefits do not vary with the 
investment experience of the Variable Account. For policies issued in all 
states, except Connecticut and New Jersey, 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 and New Jersey, you 
may exchange this Policy for a different permanent fixed benefit life 
insurance policy that is offered by us in those states. The two conversion 
right options are discussed below. 

GENERAL OPTION. In all states except Connecticut and New Jersey, you may 
exercise your conversion right by transferring all or any part of your 
Variable Accumulation Value to the Fixed Account. If, at any time during the 
first two Policy Years or the first two years following a requested increase 
in Face Amount, you request transfer from the Variable Account to the Fixed 
Account and indicate that you are making the transfer in exercise of your 
conversion right, the transfer will not be subject to the transfer charge and 
will not count against the limit on the number of transfers. At the time of 
such transfer, there is no effect on the Policy's Death Benefit. Face Amount, 
net amount at risk, Rate Class(es) or Issue Age -- only the method of funding 
the Accumulation Value under the Policy will be affected. See "Death 
Benefit", "Accumulation Value" and Appendix A, "The Fixed Account". 

If you transfer all of the Variable Accumulation Value from the Variable 
Account to the Fixed Account and indicate that you are making this transfer 
in exercise of your Conversion Right, we will automatically credit all future 
premium payments on the policy to the Fixed Account unless you request a 
different allocation. 

CONNECTICUT AND NEW JERSEY. During the first two policy years and during the 
first 24 months following a requested increase in Face Amount, you may 
convert the Policy or the Face Amount increase to any fixed benefit whole 
life insurance policy offered by us. No evidence of insurability will be 
required for the conversion. In order to convert to a new policy, we must 
receive a written conversion request; if the entire Policy is being 
converted, the Policy must be surrendered to us; the conversion must be made 
while the Policy is in force; and any outstanding Loan Amount must be repaid. 

The new policy will have the same Issue Age and premium class as the Policy. 
If the entire Policy is being converted, the effective date of the conversion 
will be the date on which we receive both your written conversion request and 
the Policy. If you are converting a Face Amount increase, the effective date 
of the conversion will be the date on which we receive your written 
conversion request. 


<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 33 investment alternatives available under the Variable 
Account. Alger Management is the investment manager for the three Alger 
American Funds and is responsible for the overall administration of the Fund, 
subject to the supervision of the Board of Trustees. Fidelity Management & 
Research Company is the investment adviser for the five portfolios of 
Fidelity's VIP and the four portfolios of Fidelity's VIP II. Each of the four 
portfolios of Janus Aspen Series has an investment advisory agreement with 
Janus Capital. Neuberger&Berman Management, with the assistance of 
Neuberger&Berman, LLC as sub-adviser, selects investments for AMT Limited 
Maturity Bond Investments and AMT Partners Investments. Northstar Investment 
Management Corporation, an affiliate of the Company, is the investment 
adviser of the five funds of the Northstar Variable Account. Certain of the 
Northstar Funds are sub-advised by third-party investment advisers. OpCap 
Advisors is the investment manager for each of the four OCC Accumulation 
Trust Portfolios and is a subsidiary of Oppenheimer Capital, a registered 
investment adviser. 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 currently consists of 33 investment options. 
You are permitted, however, to participate only in a maximum of seventeen 
investment options over the lifetime of your Policy. You do 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 has entered into service agreements with the managers or 
distributors of certain of the Funds pursuant to which the Company or its 
affiliates may receive from affiliates of the Funds compensation for 
providing administrative, recordkeeping, distribution in some cases, and 
other services to the Funds or their affiliates. Such compensation is paid 
based upon assets invested in the particular funds, or based upon aggregated 
net asset goals. Currently, the Company has service arrangements with Alger, 
Fidelity, Janus, Neuberger&Berman, and OCC. 


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 contained 
in the accompanying "Select*Product Mutual Funds" book, 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 
    


<PAGE>

   
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 following sections in the Fund Prospectuses: "Participating Insurance
Companies and Plans" in The Alger American Fund Prospectus, "FMR and Its
Affiliates" in Fidelity's VIP and VIP II Prospectuses, "Conflicts of Interest"
in the Janus Aspen Series Prospectus, "Distribution and Redemption of Trust
Shares" in the Neuberger&Berman Advisers Management Trust Prospectus,
"Management of the Fund" in the OCC Accumulation Trust Prospectus, and "Sales
and Redemptions" in the Putnam Variable Trust Prospectus.
    

   
The Funds described below distribute dividends and capital gains. However, 
distributions are automatically reinvested in additional Fund shares, at net 
asset value. The Sub-Account receives the distributions which are then 
reflected in the Unit Value of that Sub-Account. See "Accumulation Value". 
    

   
THE ALGER AMERICAN FUND 
    

   
ALGER AMERICAN GROWTH PORTFOLIO has the investment objective of long term
capital appreciation. Except during temporary defensive periods, the Portfolio
invests at least 65% of its total assets in equity securities of companies that,
at the time of purchase of the securities, have total market capitalization of
$1 billion or greater. The Portfolio may invest up to 35% of its total assets in
equity securities of companies that, at the time of purchase, have total market
capitalization of less than $1 billion.
    

   
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO has the investment objective of long 
term capital appreciation. Except during temporary defensive periods, the 
Portfolio invests at least 65% of its total assets in equity securities of 
companies that, at the time of purchase of the securities, have total market 
capitalization within the range of companies included in the S&P MidCap 400 
Index, updated quarterly. The S&P MidCap 400 Index is designed to track the 
performance of medium capitalization companies. The Portfolio may invest up 
to 35% of its total assets in equity securities of companies that, at the 
time of purchase, have total market capitalization outside the range of 
companies included in the S&P Mid-Cap 400 Index and in excess of that amount 
(up to 100% of its assets) during temporary defensive periods. 
    

   
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO has the investment objective of 
long term capital appreciation. Except during temporary defensive periods, 
the Portfolio invests at least 65% of its total assets in equity securities 
of companies that, at the time of purchase, have "total market 
capitalization" -- present market value per share multiplied by the total 
number of shares outstanding -- within the range of companies included in the 
Russell 2000 Growth Index ("Russell Index") or the S&P Small Cap 600 Index 
("S&P Index"). Both indexes are broad indexes of small capitalization stocks. 
The Portfolio may invest up to 35% of its total assets in equity securities 
of companies that, at the time of purchase, have total market capitalization 
outside of the combined range of these indices, and in excess of that amount 
(up to 100% of its assets) during temporary defensive periods. 
    

   
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIP) 
    

   
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. 
    

   
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. 
    

   
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 
    

<PAGE>
   
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.
    

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) 

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. 
    

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

   
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. 
    

   
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. 
    

   
JANUS ASPEN SERIES 
    

   
AGGRESSIVE GROWTH PORTFOLIO is a nondiversified fund that seeks long-term 
growth of capital by investing primarily in common stocks. The Portfolio 
intends to normally invest at least 50% of its equity assets in securities 
issued by medium-sized companies. 
    

   
GROWTH PORTFOLIO is a diversified fund that seeks long-term growth of capital 
in a manner consistent with the preservation of capital by investing in 
common stocks of issuers of any size. Generally, this Portfolio emphasizes 
issuers with larger market capitalizations. 
    

   
INTERNATIONAL GROWTH PORTFOLIO is a diversified fund that seeks long-term 
growth of capital by investing primarily in common stocks of foreign issuers 
of any size. The Portfolio normally invests at least 65% of its total assets 
in issuers from at least five different countries excluding the United 
States. 
    

   
WORLDWIDE GROWTH PORTFOLIO is a diversified fund that seeks long-term growth 
of capital in a manner consistent with the preservation of capital by 
investing primarily in common stocks of foreign and domestic issuers of any 
size. Worldwide Growth Portfolio normally invests in issuers from at least 
five different countries including the United States. 
    

   
NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST ("AMT") 
    

   
LIMITED MATURITY BOND PORTFOLIO seeks to provide the highest current income 
consistent with low risk to principal and liquidity; and secondarily, total 
return. It invests in a diversified portfolio primarily consisting of U.S. 
Government and Agency securities and investment grade debt securities issued 
by financial institutions, corporations, and others. "Investment grade" debt 
securities are those receiving one of the four highest ratings from Moody's 
Investor Service, Inc. ("Moody's"), Standard & Poor's Rating Group ("S&P"), 
or another nationally recognized statistical rating organization ("NRSRO"). 
Securities in which the portfolio may invest include mortgage-backed and 
asset backed securities, repurchase agreements with respect to U.S. 
Government and Agency securities, and foreign investments. The portfolio may 
also invest in fixed, variable or inflation-indexed debt securities. 
    

   
PARTNERS PORTFOLIO seeks capital growth through an investment approach that 
is designed to increase capital with reasonable risk. It invests in a 
portfolio, which in turn invests principally in common stocks of medium to 
large capitalization established companies, using a value-oriented approach. 
Neuberger&Berman Management looks for securities believed to be under valued 
based on strong fundamentals, including a low price-to-earnings ratio, 
consistent cash flow, and the company's track record through all parts of the 
market cycle. Up to 15% of the portfolio's net assets measured at the time of 
investment, may be invested in corporate debt securities that are below 
investment grade or in 


<PAGE>

comparable unrated securities. Securities rated below investment grade, as well
as comparable unrated securities, are often considered to be speculative and
usually entail greater risk.
    

   
NORTHSTAR VARIABLE TRUST (NORTHSTAR) 
    

   
NORTHSTAR GROWTH FUND is a diversified portfolio with an investment objective 
of long-term growth of capital through investments in equity securities of 
companies that are believed to provide above average potential for capital 
appreciation. Navellier Fund Management, Inc. serves as sub-adviser to the 
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. All fees and expenses of the sub-advisory agreement are borne by the 
investment adviser. 
    

   
NORTHSTAR HIGH YIELD BOND FUND is a diversified portfolio with an investment 
objective of seeking high income consistent with the preservation of capital. 
Under normal market conditions, this Investment Fund invests predominantly in 
high-yield, high-risk, lower-rated U.S. dollar denominated debt securities. 
These securities are commonly known as "junk bonds". Most of the securities 
in which the Investment Fund invests are rated, at the time of investment, at 
least Caa by Moody's Investors Service, Inc. ("Moody's") or CCC by Standard & 
Poor's Corporation ("S&P") or, if not rated, are of comparable quality in the 
opinion of the investment adviser. The Investment Fund may, however, invest 
in securities in the lowest rating categories of Moody's and S&P, which are 
"C" in the case of Moody's and "D" in the case of S&P. 
    

   
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.
    

   
NORTHSTAR INTERNATIONAL VALUE FUND is a diversified portfolio with the 
objective of long-term capital appreciation. The Fund invests primarily in 
foreign companies with a market capitalization of greater than $1 billion, 
but may hold up to 25% of its assets in companies with smaller market 
capitalization. This Fund will seek to achieve its objective through 
investments in common stocks, preferred stocks, American, European and Global 
depository receipts, as well as convertible securities. It may also invest in 
other higher-risk securities of companies located in at least three countries 
other than the U.S. including Western Europe, North and South America, 
Australia, Asian and other nations. Up to 25% of its assets may be invested 
in securities of issuers located in countries with emerging markets. Brandes 
Investment Partners, L.P. ("Brandes") 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. All 
fees and expenses of the sub-advisory agreement are borne by the investment 
adviser. 
    

   
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. 
    

   
OCC ACCUMULATION TRUST 
    

   
EQUITY PORTFOLIO seeks long term capital appreciation through investment in 
securities (primarily equity securities) of companies that are believed by 
the Manager to be undervalued in the marketplace in relation to factors such 
as the companies' assets or earnings. It is the manager's intention to invest 
in securities of companies which in the Manager's opinion possess one or more 
of the following characteristics: undervalued assets, valuable consumer or 
commercial franchises, securities valuation below peer companies, substantial 
and growing cash flow and/or a favorable price to book value relationship. 
The Portfolio will invest primarily in stocks listed on the New York Stock 
Exchange. In addition, it may also purchase securities listed on other 
domestic securities exchanges, securities traded 


<PAGE>

in the domestic over-the-counter market and foreign securities provided that
they are listed on a domestic or foreign securities exchange or represented by
American depository receipts listed on a domestic securities exchange or traded
in domestic or foreign over-the-counter markets.
    

   
GLOBAL EQUITY PORTFOLIO seeks long term capital appreciation through pursuit 
of a global investment strategy primarily involving equity securities. The 
Portfolio may invest anywhere in the world with no requirement that any 
specific percentage of its assets be committed to any given country. Under 
normal circumstances, at least 65 percent of the Portfolio's total assets 
will be invested in equity securities in at least three different countries, 
one of which may be the United States. Opportunities for capital appreciation 
may also be presented by debt securities. The Portfolio may invest up to 35 
percent of its total assets in debt obligations with remaining maturities of 
one year or more of U.S. or foreign corporate, governmental or bank issuers. 
It is the present intention of the Portfolio, although not a fundamental 
policy, not to invest more than 5 percent of its total assets in debt 
securities rated below investment grade. Although there is no minimum rating 
for this category of debt instruments of the Portfolio, the Portfolio does 
not intend to invest in bonds which are in default. 
    

   
MANAGED PORTFOLIO seeks to achieve growth of capital over time through
investment in a portfolio consisting of common stocks, bonds and cash
equivalents, the percentages of which will vary based on the Manager's
assessments of the relative outlook for such investments. In seeking to achieve
its investment objective, the types of equity securities in which the Portfolio
may invest are likely to be the same as those in which the Equity Portfolio
invests, although securities of the type in which the Small Cap Portfolio
invests may, to a lesser extent, be included. Debt securities are expected to be
predominately investment grade intermediate to long term U.S. Government and
corporate debt, although the Portfolio will also invest in high quality short
term money market and cash equivalent securities and may invest almost all of
its assets in such securities when the Manager deems it advisable in order to
preserve capital. In addition, the Portfolio may also purchase foreign
securities provided that they are listed on a domestic or foreign securities
exchange or are represented by American depository receipt listed on a domestic
securities exchange or traded in domestic or foreign over-the-counter markets.
    

   
SMALL CAP PORTFOLIO seeks capital appreciation through investments in a
diversified portfolio consisting primarily of equity securities of companies
with market capitalizations of under $1 billion. The Portfolio may purchase
securities in initial public offerings, or shortly after such offerings have
been completed, when the Manager believes that such securities have
greater-than-average market appreciation potential. Under normal circumstances
at least 65% of the Portfolio's assets will be invested in equity securities.
The majority of securities purchased by the Portfolio will be traded on the New
York Stock Exchange, the American Stock Exchange or in the over-the-counter
market, and will also include options, warrants, bonds, notes and debentures
which are convertible into or exchangeable for, or which grant a right to
purchase or sell securities. In addition, the Portfolio may also purchase
foreign securities provided that they are listed on a domestic or foreign
securities exchange or traded in domestic or foreign over-the-counter markets.
    

   
PUTNAM VARIABLE TRUST 
    

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 
investments 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. 


<PAGE>

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 by investing primarily in 
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, regulatory requirements or investment conditions warrant. 
    

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

   
The Company currently plans to discontinue offering certain of the Funds as 
investment options. It is anticipated that this will occur in the first half 
of 1998, subject to and contingent upon receipt of various approvals. It is 
expected that any policyholder monies that are invested in Sub-Accounts 
investing in the discontinued Funds will be transferred to alternate Funds 
with similar investment objectives. The proposed discontinued and transferee 
Funds are as follows: Fidelity VIP Asset Manager Portfolio to OCC Managed 
Portfolio; Fidelity VIP Overseas Portfolio to Northstar International Value 
Fund; Putnam VT Asia Pacific Portfolio to Janus Worldwide Growth Portfolio; 
Putnam VT New Opportunities Fund to Putnam VT Voyager Fund; Putnam VT 
Utilities Growth and Income Fund to Putnam Growth and Income Fund. 
Policyholders who have investments in any of discontinued Funds will be 
permitted for a period of 30 days to transfer their investment into a 
non-discontinued Fund without payment of any transfer charge. 
    



<PAGE>

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. 

    *Make a partial withdrawal for cash. 

    *Receive a cash loan. 

    *Assign the Policy as collateral. 


<PAGE>

    *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. A combination
of options may be used. At least $2,500 must be applied to any option for each
payee under that option. Under an installment Option, each payment must be at
least $25.00. We may adjust the interval to make each payment at least $25.00.

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

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

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

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


<PAGE>

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 at Age 95". 


<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, 
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: 

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

ACCIDENTAL DEATH BENEFIT RIDER. Provides an additional benefit if the Insured 
dies from an accidental injury. 

ADDITIONAL INSURED RIDER. Provides a 10 year, guaranteed level premium and 
level term coverage for the Insured, the Insured's spouse, or a child of the 
Insured. 

WAIVER OF MONTHLY DEDUCTION RIDER. The Monthly Deduction for the Policy is
waived while the Insured is totally disabled under the terms of the rider.

CHILDREN'S INSURANCE RIDER. Provides up to $10,000 of term life insurance on 
the life of each of the Insured's children. 

COST OF LIVING INCREASE RIDER. Provides optional increases in Face Amount on 
the life of the Insured every two years based on the cost of living without 
evidence of insurability. 


<PAGE>

WAIVER OF SPECIFIED PREMIUM RIDER. Contributes a specified amount of premium 
to the Policy each month while the Insured is totally disabled under the 
terms of the rider. This rider may not be available in all states. Ask your 
registered representative about the availability of this rider in your state. 

FEDERAL TAX MATTERS 

The following discussion is not intended to be a complete description of the 
tax status of the Policies. Rather, it provides information about how we 
believe the tax laws apply in the most commonly occurring circumstances. The 
tax treatment of certain aspects of the Policies, such as surrenders and 
partial withdrawals, is uncertain or may be changed by regulations adopted in 
the future. For these reasons, Policy owners are advised to consult with 
their own tax advisers with regard to the tax implications of the Policies. 

POLICY PROCEEDS 

GENERAL. The Policy should qualify as a life insurance contract as long as it 
satisfies certain definitional tests under Section 7702 and 817(d) of the 
Internal Revenue Code (the "Code") and as long as the underlying investments 
for the Contract satisfy diversification requirements under section 817(h) of 
the Code (see "Diversification Requirements"). Section 7702 of the Code 
provides that the Policy will so qualify if it satisfies a cash value 
accumulation test or a guideline premium requirement and falls within a cash 
value corridor. The qualification of the Policy under Section 7702 depends in 
part upon the Death Benefit payable under the Policy at any time. To the 
extent a change in the Policy, such as a decrease in Face Amount or a change 
in Death Benefit Option, would cause the Policy not to qualify, we will not 
make the change. Also, if at any time a premium is paid which would result in 
total premiums exceeding the current maximum premiums allowed, we will only 
accept that portion of the premium which would make total premiums equal the 
maximum (see "Payment and Allocation of Premiums -- Amount and Timing of 
Premiums"). 

MODIFIED ENDOWMENT CONTRACTS. In 1988 Congress created a new classification 
of life insurance policies known as "Modified Endowment Contracts". Policy 
loans, partial surrenders and partial withdrawals of cash from a policy which 
is classified as a Modified Endowment Contract are taxable as ordinary income 
to the Policy owner. Additionally, taxable distributions, if made before the 
Policy owner is 59-1/2 , are subject to a Federal income tax penalty of 10%. 

   
Modified Endowment Contract classification may be avoided by limiting the 
amount of premiums paid under the Policy. If you contemplate a large premium 
payment under this Policy, and you wish to avoid Modified Endowment Contract 
classification, you may contact us in writing before making the payment and 
we will tell you the maximum amount which can be paid into the Policy. 
    

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

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

   
The ownership rights under the Policy offered in the Prospectus are similar to,
but different in certain respects from, those described by the Internal Revenue
Service, in rulings in which it determined that the owners were not owners of
separate account assets. For example, the owner of the Policy has additional
flexibility in allocating payments and cash values. These differences could
result in the owner being treated as the owner of the assets of the separate
account. In addition, we do not know what standards will be set forth in the
regulations or rulings which the Internal Revenue Service has stated it expects
to be issued. The number of underlying investment options available under a
variable product 
    


<PAGE>
   
may also be relevant in determining whether the product qualifies for the
desired tax treatment. We reserve the right to modify the Policy as necessary to
attempt to prevent the Policy owner from being considered as owner of the assets
of the separate account.
    

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

TAXATION OF DISTRIBUTIONS 

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

A complete surrender of the Policy will, and a partial withdrawal may, under 
Section 72(e)(5) of the Code, be included in your gross income to the extent 
that the distribution exceeds your investment in the Policy. Withdrawals or 
partial surrenders generally are not taxable unless the total of such 
withdrawals exceeds total premiums paid to the date of withdrawal less the 
untaxed portion of any prior withdrawals. During the first 15 policy years, 
however, an additional amount may be taxable if the partial surrender results 
in or is necessitated by a reduction in benefits. A qualified tax adviser 
should be consulted regarding the tax consequences of any surrender or 
partial withdrawal during the first 15 policy years. 

The increase in Accumulation Value of the Policy will not be included in 
gross income unless and until there is a total surrender or partial 
withdrawal under the Policy. A complete surrender of the Policy will, and a 
partial withdrawal may, under Section 72(e)(5) of the Code, be included in 
your gross income to the extent the distribution exceeds your investment in 
the Policy. 

The Unemployment Compensation Amendments of 1992 require us to withhold 
Federal income tax at the rate of 20% on most distributions from qualified 
plans, unless the distribution is an "eligible rollover distribution" as 
defined by the Unemployment Compensation Act of 1992 and the Policy owner 
files a written request with us for a direct rollover to an individual 
retirement account as described in 408(b) of the Code, or as applicable, to 
another qualified plan or a Section 403(b) arrangement that accepts 
rollovers. 

POLICY LOANS. Under Section 72(e)(5) of the Code, loans received under the 
Policy will be generally recognized as loans for tax purposes and will not be 
considered to be distributions subject to tax. Pursuant to Section 163 of the 
Code, interest paid to us with respect to the loan may or may not be 
deductible, depending upon a number of factors. If the Policy is a Modified 
Endowment Contract, a Policy loan or assignment of any portion of the 
Accumulation Value will be taxable in an amount equal to the lesser of the 
amount of the loan/assignment or the excess of Accumulation Value over the 
Owner's investment in the Policy. Due to the complexity of these factors, a 
Policy owner should consult a competent tax adviser as to the deductibility 
of interest paid on any Policy loans. 

OTHER TAXES. Federal estate taxes and state and local estate, inheritance and 
other taxes may become due depending on applicable law and your circumstances 
or the circumstances of the Policy beneficiary if you or the Insured dies. 
Any person concerned about the estate implications of the Policy should 
consult a competent tax adviser. 

TAXATION OF POLICIES HELD BY PENSION AND CERTAIN DEFERRED COMPENSATION PLANS 

PENSION AND PROFIT-SHARING PLANS. If a Policy is purchased by a trust which 
forms part of a pension or profit-sharing plan qualified under Section 401(a) 
of the Code for the benefit of participants covered under the plan, the 
Federal income tax treatment of such Policies will be somewhat different from 
that described above. A competent tax adviser should be consulted on these 
matters. 

DEFERRED COMPENSATION PLANS FOR PUBLIC EMPLOYEES AND EMPLOYEES OF TAX EXEMPT 
ORGANIZATIONS. Section 457 of the Code permits state and local government 
employers and tax exempt employers to establish deferred compensation plans 
for eligible employees and independent contractors. Eligible plans limit the 
amount of compensation which may be deferred. Distribution from eligible 
plans may occur 



<PAGE>

   
only upon the death of the employee, attainment of age 70-1/2 , separation from
service or in the event of an unforeseeable 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. 

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 


<PAGE>

Policies may also be sold through other broker-dealers authorized by WSSI and
applicable law to do so. Registered representatives of such broker-dealers may
be paid on a different basis than described below.

Registered representatives who sell the Policies will receive commissions 
based on a commission schedule. In the first Policy Year, commissions 
generally will be no more than 50% of the premiums paid up to the annualized 
Minimum Monthly Premium, plus 2% of additional premiums. In any subsequent 
Policy Year, commissions generally will be 2% of premiums paid in that year. 
Corresponding commissions will be paid upon a requested increase in Face 
Amount. In addition, a commission of .25% of the average monthly Accumulation 
Value during each Policy Year may be paid. Further, registered 
representatives may be eligible to receive certain overrides and other 
benefits based on the amount of earned commissions. 


MANAGEMENT 

   
DIRECTORS 
    

   
The following list the current directors and executive officers of the 
Company, their principal occupation and business experience. 
    


<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. 

<PAGE>

                         TERM                                PRINCIPAL OCCUPATION 
                        EXPIRES                            AND BUSINESS EXPERIENCE 
                        -------                            ----------------------- 

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 
                                  Corporation since 1988; Director of National Commercial Finance Association 
                                  and Director and Officer of 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 

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 Office 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. 



<PAGE>

EXECUTIVE OFFICERS 

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 

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. 

In addition, we are subject to regulation under the insurance laws of other 
jurisdictions in which we operate. 

We are also subject to supervision and verification by the State of Minnesota 
regarding participating business allocated to the Participation Fund Account, 
which was established in connection with the reorganization and 
demutualization of the Company in 1989. The Participation Fund Account was 
established for the purpose of maintaining the dividend practices relative to 
certain policies previously issued by the Company's former Mutual Department. 
The Participation Fund Account is not a separate account as described under 
Minnesota Statutes Chapter 61A. An annual examination of the Participation 
Fund Account is made by independent consulting actuaries representing the 
Insurance Division of the State of Minnesota. 

MASSACHUSETTS AND MONTANA RESIDENTS 

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

References made to the mortality tables applicable to this Policy are to be 
disregarded and substituted with an 80% male 20% female blend of the 1980 
Commissioner's Standard Ordinary Smoker and Non-Smoker Mortality Tables, Age 
Last Birthday. 

LEGAL PROCEEDINGS 

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

BONDING ARRANGEMENTS 

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

LEGAL MATTERS 

Legal matters in connection with the Variable Account and the Policy 
described in this Prospectus have been passed upon by 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 


<PAGE>

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 and for the three months 
ended March 31, 1997; and as of December 31, 1996 and for each of the three 
years in the period then ended. The December 31, 1996 financial statements 
are audited. The March 31, 1997 financial statements are unaudited. The 
periods covered are not necessarily indicative of the longer term performance 
of the assets held in the Variable Account. 
    

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

   
These financial statements are as of and for the three months ended March 31, 
1997; and as of December 31, 1996 and for each of the two years in the period 
ended December 31, 1996. The December 31, 1996 financial statements are 
audited. The March 31, 1997 financial statements are unaudited. The periods 
covered are not necessarily indicative of the longer term performance of the 
Company. 
    


<PAGE>




                 (This page has been left blank intentionally)




<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


<PAGE>


<TABLE>
<CAPTION>
                                            SELECT*LIFE VARIABLE ACCOUNT
                                        STATEMENT OF ASSETS AND LIABILITIES
                                                 December 31, 1996
                                     (In Thousands, Except Share and Unit Data)

                                                    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)                                                                    $       76,966
 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

The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                           STATEMENT OF ASSETS AND LIABILITIES, CONTINUED


                                              FIDELITY'S VIPF
                          FIDELITY'S VIPF           II            FIDELITY'S VIPF     FIDELITY'S VIPF
       FIDELITY'S VIPF          II              INVESTMENT              II                  II
          OVERSEAS         ASSET MANAGER        GRADE BOND           INDEX 500          CONTRAFUND
          PORTFOLIO          PORTFOLIO           PORTFOLIO           PORTFOLIO           PORTFOLIO
       --------------     --------------       ------------        ------------        ------------
       <S>                <C>                  <C>                 <C>                 <C>












       $       22,958

                          $       28,756

                                               $      3,222

                                                                   $      7,585

                                                                                       $     10,173




















       --------------     --------------       ------------        ------------        ------------
       $       22,958     $       28,756       $      3,222        $      7,585        $     10,173
       ==============     ==============       ============        ============        ============




       $           10     $           13       $          1        $          2        $         --
               22,948             28,743              3,221               7,583              10,173
       --------------     --------------       ------------        ------------        ------------
       $       22,958     $       28,756       $      3,222        $      7,585        $     10,173
       ==============     ==============       ============        ============        ============
        1,536,316.506      1,892,481.312        247,189.999         441,948.368         686,514.792

       $    18.132967     $    17.774921       $  14.638773        $  17.724683        $         --
       $    12.518269     $    12.498123       $  11.631128        $  16.991905        $  14.817873

The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                           SELECT*LIFE VARIABLE ACCOUNT
                                  STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
                                                December 31, 1996
                                    (In Thousands, Except Share and Unit Data)

                                                                                      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

The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                   STATEMENT OF ASSETS AND LIABILITIES, CONTINUED



        PUTNAM'S VT      PUTNAM'S VT     NORTHSTAR'S      NORTHSTAR'S
        ASIA PACIFIC         NEW            INCOME        MULTI-SECTOR
           GROWTH       OPPORTUNITIES     AND GROWTH          BOND
            FUND             FUND            FUND             FUND             TOTAL
        -----------      -----------     -----------      -----------          -----
       <S>               <C>             <C>              <C>             <C>




                                                                          $         8,331

                                                                                   14,708

                                                                                   58,229

                                                                                   76,966

                                                                                   22,958

                                                                                   28,756

                                                                                    3,222

                                                                                    7,585

                                                                                   10,173



                                                                                    1,396

                                                                                   11,547

                                                                                    1,551

                                                                                   28,370

       $       1,608                                                                1,608

                         $    10,114                                               10,114



                                         $       590                                  590

                                                          $       295                 295
       -------------     -----------     -----------      -----------     ---------------
       $       1,608     $    10,114     $       590      $       295     $       286,399
       =============     ===========     ===========      ===========     ===============



       $          --     $         1     $        --      $        --     $           126
               1,608          10,113             590              295             286,273
       -------------     -----------     -----------      -----------     ---------------
       $       1,608     $    10,114     $       590      $       295     $       286,399
       =============     ===========     ===========      ===========     ===============
         144,086.091      68,263.859      42,551.251       22,576.638      15,861,312.069

       $          --     $        --     $        --      $        --
       $   11.161174     $ 14.844820     $ 13.870191      $ 13.078392

The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                  SELECT*LIFE VARIABLE ACCOUNT
                              STATEMENT OF OPERATIONS AND CHANGES
                                    IN POLICYOWNERS' EQUITY
                                         (In Thousands)


                                                       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
                                                        ========        ========        ========


The accompanying notes are an integral part of the financial statements.

</TABLE>


<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:

FIDELITY'S VIPF AND VIPF II:   PUTNAM VT:                 NORTHSTAR FUNDS:
- ----------------------------   ----------                 ----------------
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
Growth Portfolio                Income Fund
Overseas Portfolio             Voyager Fund
Asset Manager Portfolio        Asia Pacific Growth Fund
Investment Grade Bond          New Opportunities Fund
 Portfolio
Index 500 Portfolio
Contrafund Portfolio


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.


<PAGE>


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.


<PAGE>





                (This page has been left blank intentionally.)


<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>


<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>
  $   --          $4,660         $  820          $7,266         $2,499         $1,572
      --           4,677            741           7,266          2,499          1,572
  ------          ------         ------          ------         ------         ------

  $   --          $  (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>
   $2,114          $  967         $1,007         $1,483         $1,486         $  729
    1,134             538            717          1,129          1,219            606
   ------          ------         ------         ------         ------         ------

   $  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>
   $  261         $  208         $   53          $  235         $   92         $   --
      181            168             53             210             79             --
   ------         ------         ------          ------         ------         ------

   $   80         $   40         $   --          $   25         $   13         $   --
   ======         ======         ======          ======         ======         ======
</TABLE>


<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>


<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>
   $  354          $  184         $   49         $  517         $  154         $   13
      283             164             48            348            126             13
   ------          ------         ------         ------         ------         ------

   $   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>
   $   30         $    3         $   --          $   30         $   44         $   --
       28              3             --              29             44             --
   ------         ------         ------          ------         ------         ------

   $    2         $   --         $   --          $    1         $   --         $   --
   ======         ======         ======          ======         ======         ======
</TABLE>


<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>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED





<TABLE>
<CAPTION>

              FIDELITY'S VIPF                          FIDELITY'S VIPF                           FIDELITY'S VIPF
                MONEY MARKET                             HIGH INCOME                              EQUITY-INCOME
                 PORTFOLIO                                PORTFOLIO                                 PORTFOLIO
- ---------------------------------------    --------------------------------------    -----------------------------------------
YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED      YEAR ENDED     YEAR ENDED
 DEC. 31,       DEC. 31,      DEC. 31,      DEC. 31,      DEC. 31,      DEC. 31,      DEC. 31,        DEC. 31,       DEC. 31,
   1996           1995          1994          1996          1995          1994          1996            1995           1994
- ----------     ----------    ----------    ----------    ----------    ----------    ----------      ----------     ----------
<S>           <C>            <C>           <C>           <C>           <C>          <C>            <C>            <C>

 454,516.667   240,089.964   156,045.604   577,083.123   397,251.963   254,797.519  2,023,713.030  1,463,010.155  1,055,644.747
 680,738.566   409,244.895   165,487.964   307,417.472   262,813.321   211,773.478    931,595.789    749,089.473    601,244.662
 (88,518.792)  (51,202.041)  (28,807.773)  (91,762.343)  (82,813.141)  (56,358.865)  (293,135.228)  (256,323.181)  (192,736.128)


(392,311.067) (143,616.151)  (52,635.831)  (18,795.895)     (169.020)  (12,960.169)   (40,143.201)    67,936.583     (1,143.126)
 -----------   -----------   -----------   -----------   -----------   -----------  -------------  -------------  -------------

 654,425.374   454,516.667   240,089.964   773,942.356   577,083.123   397,251.963  2,622,030.390  2,023,713.030  1,463,010.155
 ===========   ===========   ===========   ===========   ===========   ===========  =============  =============  =============
</TABLE>

<TABLE>
<CAPTION>
               FIDELITY'S VIPF II                         FIDELITY'S VIPF II                      FIDELITY'S VIPF II
                 ASSET MANAGER                             INVESTMENT GRADE                            INDEX 500
                   PORTFOLIO                                BOND PORTFOLIO                             PORTFOLIO
  -----------------------------------------     --------------------------------------   --------------------------------------
  YEAR ENDED     YEAR ENDED      YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED   YEAR ENDED    YEAR ENDED    YEAR ENDED
   DEC. 31,       DEC. 31,        DEC. 31,       DEC. 31,      DEC. 31,      DEC. 31,     DEC. 31,       DEC. 31,     DEC. 31,
     1996           1995            1994           1996          1995         1994          1996          1995          1994
  ----------     ----------      ----------     ----------    ----------    ----------   ----------    ----------    ----------
<S>            <C>              <C>            <C>           <C>           <C>           <C>           <C>           <C>

1,704,151.254  1,132,373.018     397,491.821   214,771.624   153,890.893    73,061.118   181,509.017   70,686.713    23,356.992
  516,081.976    711,584.303     860,156.216    83,199.869    89,695.793    93,970.791   235,038.604   108,548.505   53,563.087
 (233,834.183)  (245,931.324)   (135,570.699)  (26,334.967)  (25,144.781)  (15,634.489)  (42,862.946)  (20,962.032)  (8,321.224)


  (93,917.735)   106,125.257      10,295.680   (24,446.527)   (3,670.281)    2,493.473    68,263.694    23,235.831    2,087.858
- -------------  -------------   -------------   -----------   -----------   -----------   -----------   -----------   ----------

1,892,481.312  1,704,151.254   1,132,373.018   247,189.999   214,771.624   153,890.893   441,948.368   181,509.017   70,686.713
=============  =============   =============   ===========   ===========   ===========   ===========   ===========   ==========

</TABLE>


<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>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED





<TABLE>
<CAPTION>

                PUTNAM'S VT                             PUTNAM'S VT                                PUTNAM'S VT
             GROWTH AND INCOME                      UTILITIES GROWTH AND                             VOYAGER
                   FUND                                 INCOME FUND                                    FUND
- --------------------------------------     --------------------------------------     ----------------------------------------
YEAR ENDED     YEAR ENDED   YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
 DEC. 31,       DEC. 31,     DEC. 31,       DEC. 31,      DEC. 31,      DEC. 31,       DEC. 31,        DEC. 31,       DEC. 31,
   1996          1995         1994           1996          1995           1994          1996            1995            1994
- ----------     ----------   ----------     ----------    ----------    ----------     ----------     ----------     ----------
<S>               <C>           <C>           <C>           <C>            <C>          <C>              <C>            <C>

282,045.753    64,421.965           --     81,748.531    46,807.467            --     781,013.273    199,880.663             --
406,240.138   209,131.345   61,265.475     52,797.542    47,951.821    30,500.830   1,040,657.483    611,602.541    191,562.886
(74,223.988)  (32,341.113)  (6,093.938)   (16,817.701)  (10,123.479)   (3,408.255)   (220,017.675)  (101,392.794)   (18,498.061)


 77,911.972    40,833.556    9,250.428     (9,758.265)   (2,887.278)   19,714.892     149,057.148     70,922.863     26,815.838
- -----------   -----------   ----------    -----------    ----------    ----------   -------------    -----------    -----------

691,973.875   282,045.753   64,421.965    107,970.108    81,748.531    46,807.467   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>

  8,746.326               --          --          9,904.096             --          --
 33,180.420        6,057.272          --         10,103.684      3,255.666          --
 (3,841.706)        (537.367)         --         (1,468.579)      (424.093)         --


  4,466.211        3,226.421          --          4,037.437      7,072.523          --
 ----------        ---------      ---------      ----------      ---------      ---------

 42,551.251        8,746.326          --         22,576.638      9,904.096          --
 ==========        =========      =========      ==========      =========      =========
</TABLE>


<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>


<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>

      $    139    $     33    $   --      $     63    $    117
          --            84          22        --           204
           (24)        (40)        (48)        (10)        (60)
      --------    --------    --------    --------    --------

           115          77         (26)         53         261
      --------    --------    --------    --------    --------


            12          80          25          10         125

           (51)        793       1,155          25       1,043
      --------    --------    --------    --------    --------

           (39)        873       1,180          35       1,168
      --------    --------    --------    --------    --------

            76         950       1,154          88       1,429
      --------    --------    --------    --------    --------

           986       3,577       7,406         696       6,047
          (300)      1,125         730         (65)      1,274
           (19)         (9)        (21)         (4)        (38)
             1           1        --          --             1
           (47)        (76)        (60)        (17)       (109)
            (5)         (4)       --            (1)         (5)
          (211)       (447)       (837)        (92)       (784)
            (6)         (5)       --            (1)         (2)
           (27)        (86)       (155)        (15)       (130)
      --------    --------    --------    --------    --------

           372       4,076       7,063         501       6,254
      --------    --------    --------    --------    --------

           448       5,026       8,217         589       7,683

         2,773       2,557       1,956         806       3,864
      --------    --------    --------    --------    --------

      $  3,221    $  7,583    $ 10,173    $  1,395    $ 11,547
      ========    ========    ========    ========    ========
</TABLE>


<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
                                             VT                               PUTNAM'S
                                          UTILITIES   PUTNAM'S    PUTNAM'S       VT      NORTHSTAR'S NORTHSTAR'S
                                           GROWTH        VT          VT          NEW     INCOME AND  MULTI-SECTOR
                                         AND INCOME   VOYAGER  ASIA PACIFIC 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>


<PAGE>





                (This page has been left blank intentionally.)


<PAGE>


<TABLE>
<CAPTION>
                                    SELECT*LIFE VARIABLE ACCOUNT
                               STATEMENT OF ASSETS AND LIABILITIES
                                           March 31, 1997
                           (In Thousands, Except Share and Unit Data)
                                            (unaudited)

                                                 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
   9,829,463 shares (cost $9,829)               $      9,829
 High Income Portfolio
   1,339,895 shares (cost $15,275)                               $     15,462
 Equity-Income Portfolio
   3,177,087 shares (cost $52,060)                                               $       60,905
 Growth Portfolio
   2,645,079 shares (cost $63,781)                                                                 $       77,527
 Overseas Portfolio
   1,394,773 shares (cost $22,813)
 Asset Manager Portfolio
   1,945,981 shares (cost $28,606)
 Investment Grade Bond Portfolio
   285,764 shares (cost $3,327)
 Index 500 Portfolio
   107,226 shares (cost $8,478)
 Contrafund Portfolio
   779,612 shares (cost $11,741)

PUTNAM'S VT:
 Diversified Income Fund
   147,380 shares (cost $1,568)
 Growth and Income Fund
   587,358 shares (cost $12,936)
 Utilities Growth and Income Fund
   122,693 shares (cost $1,574)
 Voyager Fund
   1,045,407 shares (cost $31,017)
 Asia Pacific Growth Fund
   179,455 shares (cost $1,908)
 New Opportunities Fund
   729,132 shares (cost $12,571)

NORTHSTAR'S:
 Income and Growth Fund
   57,980 shares (cost $685)
 Multi-Sector Bond Fund
   68,765 shares (cost $359)
                                                ------------     ------------    --------------    --------------
 Total Assets                                   $      9,829     $     15,462    $       60,905    $       77,527
                                                ============     ============    ==============    ==============

LIABILITIES AND POLICYOWNERS' EQUITY:
Due to (from) ReliaStar Life Insurance
  Company for accrued mortality and
  expense risk:                                 $          2     $          7    $           17    $           31
Policyowners' Equity:                                  9,827           15,455            60,888            77,496
                                                ------------     ------------    --------------    --------------
 Total Liabilities and Policyowners' Equity     $      9,829     $     15,462    $       60,905    $       77,527
                                                ============     ============    ==============    ==============
 Units Outstanding:                              767,828.651      831,081.056     2,749,165.493     3,617,059.138
Net Asset Value per Unit:
  Select*Life I                                 $  16.064185     $  25.607692    $    27.848139    $    28.717365
  Select*Life Series 2000                       $  11.781403     $  13.426826    $    16.643623    $    15.137671

The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


                STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
                                 (unaudited)


<TABLE>
<CAPTION>

                                              FIDELITY'S VIPF
                          FIDELITY'S VIPF           II            FIDELITY'S VIPF     FIDELITY'S VIPF
       FIDELITY'S VIPF          II              INVESTMENT              II                  II
          OVERSEAS         ASSET MANAGER        GRADE BOND           INDEX 500          CONTRAFUND
          PORTFOLIO          PORTFOLIO           PORTFOLIO           PORTFOLIO           PORTFOLIO
       --------------     --------------       ------------        ------------        ------------
       <S>                <C>                  <C>                 <C>                 <C>












       $       24,785

                          $       29,034

                                               $      3,269

                                                                   $      9,470

                                                                                       $     12,318




















       --------------     --------------       ------------        ------------        ------------
       $       24,785     $       29,034       $      3,269        $      9,470        $     12,318
       ==============     ==============       ============        ============        ============




       $           15     $           13       $          1        $          2        $          0
               24,770             29,021              3,268               9,468              12,318
       --------------     --------------       ------------        ------------        ------------
       $       24,785     $       29,034       $      3,269        $      9,470        $     12,318
       ==============     ==============       ============        ============        ============
        1,617,088.517      1,921,216.847        253,100.172         539,195.817         845,068.431

       $    18.684625     $    17.730941       $  14.512768        $  18.123847        $         --
       $    12.924675     $    12.491905       $  11.553866        $  17.408995        $  14.575875

The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                          SELECT*LIFE VARIABLE ACCOUNT
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
                                 March 31, 1997
                   (In Thousands, Except Share and Unit Data)
                                   (unaudited)

                                                                                  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
   9,829,463 shares (cost $9,829)
 High Income Portfolio
   1,339,895 shares (cost $15,275)
 Equity-Income Portfolio
   3,177,087 shares (cost $52,060)
 Growth Portfolio
   2,645,079 shares (cost $63,781)
 Overseas Portfolio
   1,394,773 shares (cost $22,813)
 Asset Manager Portfolio
   1,945,981 shares (cost $28,606)
 Investment Grade Bond Portfolio
   285,764 shares (cost $3,327)
 Index 500 Portfolio
   107,226 shares (cost $8,478)
 Contrafund Portfolio
   779,612 shares (cost $11,741)

PUTNAM'S VT:
 Diversified Income Fund
   147,380 shares (cost $1,568)                 $      1,531
 Growth and Income Fund
   587,358 shares (cost $12,936)                                $     13,762
 Utilities Growth and Income Fund
   122,693 shares (cost $1,574)                                                  $      1,637
 Voyager Fund
   1,045,407 shares (cost $31,017)                                                                $       30,631
 Asia Pacific Growth Fund
   179,455 shares (cost $1,908)
 New Opportunities Fund
   729,132 shares (cost $12,571)

NORTHSTAR'S:
 Income and Growth Fund
   57,980 shares (cost $685)
 Multi-Sector Bond Fund
   68,765 shares (cost $359)
                                                ------------    ------------     ------------     --------------
 Total Assets                                   $      1,531    $     13,762     $      1,637     $       30,631
                                                ============    ============     ============     ==============

LIABILITIES AND POLICYOWNERS' EQUITY:
Due to (from) ReliaStar Life Insurance Company
 for accrued mortality and expense risks:       $         --    $          3     $         --     $            2
Policyowners' Equity:                           $      1,531    $     13,759     $      1,637     $       30,629
                                                ------------    ------------     ------------     --------------
 Total Liabilities and Policyowners' Equity     $      1,531    $     13,762     $      1,637     $       30,631
                                                ============    ============     ============     ==============
Units Outstanding:                               125,306.638     803,012.543      115,451.482      1,993,699.324
 Net Asset Value per Unit:
  Select*Life I                                 $  12.401465    $  17.087692     $  14.388135     $    15.544384
  Select*Life Series 2000                       $  12.209445    $  17.140580     $  14.128668     $    15.340266

The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
                                   (unaudited)



<TABLE>
<CAPTION>


        PUTNAM'S VT     PUTNAM'S VT     NORTHSTAR'S      NORTHSTAR'S
       ASIA PACIFIC         NEW            INCOME        MULTI-SECTOR
          GROWTH       OPPORTUNITIES     AND GROWTH          BOND
           FUND             FUND            FUND             FUND           TOTAL
       ------------     ------------    -----------      -----------       --------
       <S>              <C>             <C>              <C>               <C>




                                                                           $  9,829

                                                                             15,462

                                                                             60,905

                                                                             77,527

                                                                             24,785

                                                                             29,034

                                                                              3,269

                                                                              9,470

                                                                             12,318



                                                                              1,531

                                                                             13,762

                                                                              1,637

                                                                             30,631

       $      1,857                                                           1,857

                        $     11,571                                         11,571



                                        $       676                             676

                                                         $       353            353
       ------------     ------------    -----------      -----------       --------
       $      1,857     $     11,571    $       676      $       353       $304,617
       ============     ============    ===========      ===========       ========



       $         --     $         --    $        --      $        --       $     93
              1,857           11,571            676              353        304,524
       ------------     ------------    -----------      -----------       --------
       $      1,857     $     11,571    $       676      $       353       $304,617
       ============     ============    ===========      ===========       ========
        173,295.658      845,849.966     48,599.544       27,052.664

       $         --     $         --    $        --      $        --
       $  10.716148     $  13.681026    $ 13.896791      $ 13.048663

The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                       STATEMENT OF OPERATIONS AND CHANGES
                             IN POLICYOWNERS' EQUITY
                                 (In Thousands)
                   (Three Month Period Ended March 31, 1997)
                                   (unaudited)

                                                    PERIOD ENDED
                                                      MARCH 31,
                                                        1997
                                                      --------
Net investment income:
  Reinvested dividend income                          $  5,070
  Reinvested capital gains                              14,448
  Mortality and expense risk charge                       (595)
                                                      --------
   Net investment income and capital gains              18,923 
                                                      --------
Realized and unrealized gains (losses):
  Net realized gains on redemptions of fund
   shares                                                  950
  Increase (decrease) in unrealized appreciation
   of investments                                      (23,870)
                                                      --------
   Net realized and unrealized gains (losses)          (22,920)
                                                      --------
    Net Additions (Reductions) from operations          (3,997)
                                                      --------

Policyowner transactions:
  Net premium payments                                  32,155
  Transfers (to) from Fixed Accounts                       (27)
  Policy loans                                            (920)
  Loan collateral interest crediting                        54
  Surrenders                                            (1,849)
  Death benefits                                          (189)
  Cost of insurance charges                             (5,930)
  Death benefit guarantee charges                         (112)
  Monthly expense charges                                 (934)
                                                      --------
   Net Additions for policyowner transactions           22,248
                                                      --------
    Net additions for the period                        18,251
Policyowners' Equity, beginning of the year            286,273
                                                      --------
Policyowners' Equity, end of the period               $304,524
                                                      ========

The accompanying notes are an integral part of the financial statements.


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

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:


FIDELITY'S VIPF AND VIPF II:   PUTNAM VT:                 NORTHSTAR FUNDS:
- ----------------------------   ----------                 ----------------
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
Growth Portfolio                Income Fund
Overseas Portfolio             Voyager Fund
Asset Manager Portfolio        Asia Pacific Growth Fund
Investment Grade Bond          New Opportunities Fund
 Portfolio
Index 500 Portfolio
Contrafund Portfolio

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.


<PAGE>


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.


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   (unaudited)


5. INVESTMENTS:

The net realized gains (losses) on redemptions of fund shares during the
period ended March 31, 1997, were as follows, (in thousands):

<TABLE>
<CAPTION>
                                                                                                     FIDELITY'S
                                                                    SELECT            SELECT            VIPF
                                                                CAPITAL GROWTH       MANAGED        MONEY MARKET
                                                    TOTAL         FUND, INC.        FUND, INC.       PORTFOLIO
                                                 ------------    ------------      ------------     ------------
                                                 PERIOD ENDED    PERIOD ENDED      PERIOD ENDED     PERIOD ENDED
                                                  MARCH 31,        MARCH 31,        MARCH 31,        MARCH 31,
                                                     1997            1997              1997             1997
                                                 ------------    ------------      ------------     ------------
<S>                                              <C>             <C>               <C>              <C>
Proceeds from redemptions                           $5,047          $   --            $   --            $2,055
Cost                                                 4,097              --                --             2,055
                                                    ------          ------            ------            ------
Net realized gains (losses) on redemptions of
 fund shares                                        $  950          $   --            $   --            $   --
                                                    ======          ======            ======            ======
</TABLE>

<TABLE>
<CAPTION>
                                                   FIDELITY'S       FIDELITY'S       FIDELITY'S       FIDELITY'S
                                                      VIPF             VIPF             VIPF             VIPF
                                                  HIGH INCOME     EQUITY INCOME        GROWTH          OVERSEAS
                                                   PORTFOLIO        PORTFOLIO        PORTFOLIO        PORTFOLIO
                                                  ------------     ------------     ------------     ------------
                                                  PERIOD ENDED     PERIOD ENDED     PERIOD ENDED     PERIOD ENDED
                                                   MARCH 31,        MARCH 31,        MARCH 31,        MARCH 31,
                                                      1997             1997             1997             1997
                                                  ------------     ------------     ------------     ------------
<S>                                               <C>              <C>              <C>              <C>
Proceeds from redemptions                            $  323           $  781           $  531           $  281
Cost                                                    286              424              227              204
                                                     ------           ------           ------           ------
Net realized gains (losses) on redemptions of
 fund shares                                         $   37           $  357           $  304           $   77
                                                     ======           ======           ======           ======
</TABLE>

<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF   FIDELITY'S VIPF   FIDELITY'S VIPF   FIDELITY'S VIPF
                                                       II                II                II                II
                                                  ASSET MANAGER   INVESTMENT GRADE      INDEX 500        CONTRAFUND
                                                    PORTFOLIO      BOND PORTFOLIO       PORTFOLIO         PORTFOLIO
                                                  ------------      ------------      ------------      ------------
                                                  PERIOD ENDED      PERIOD ENDED      PERIOD ENDED      PERIOD ENDED
                                                    MARCH 31,         MARCH 31,         MARCH 31,         MARCH 31,
                                                      1997              1997              1997              1997
                                                  ------------      ------------      ------------      ------------
<S>                                               <C>              <C>                <C>               <C>
Proceeds from redemptions                           $  506             $   90            $   65            $    7
Cost                                                   452                 86                40                 6
                                                    ------             ------            ------            ------
Net realized gains (losses) on redemptions of
 fund shares                                        $   54             $    4            $   25            $    1
                                                    ======             ======            ======            ======
</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   (unaudited)

5. INVESTMENTS (CONTINUED):

The net realized gains (losses) on redemptions of fund shares during the
period ended March 31, 1997, were as follows, (in thousands):

<TABLE>
<CAPTION>
                                                                                          PUTNAM'S VT
                                                    PUTNAM'S VT        PUTNAM'S VT         UTILITIES
                                                    DIVERSIFIED         GROWTH AND          GROWTH         PUTNAM'S VT
                                                      INCOME              INCOME          AND INCOME         VOYAGER
                                                       FUND                FUND              FUND              FUND
                                                   ------------        ------------      ------------      ------------
                                                   PERIOD ENDED        PERIOD ENDED      PERIOD ENDED      PERIOD ENDED
                                                     MARCH 31,          MARCH 31,          MARCH 31,        MARCH 31,
                                                       1997                1997              1997              1997
                                                   ------------        ------------      ------------      ------------
<S>                                                <C>                 <C>               <C>               <C>
Proceeds from redemptions                            $   39               $  100            $   40            $  130
Cost                                                     36                   69                30                92
                                                     ------               ------            ------            ------
Net realized gains (losses) on redemptions of
 fund shares                                         $    3               $   31            $   10            $   38
                                                     ======               ======            ======            ======
</TABLE>

<TABLE>
<CAPTION>
                                                                   PUTNAM'S VT        NORTHSTAR'S        NORTHSTAR'S
                                                  PUTNAM'S VT          NEW             INCOME AND        MULTI-SECTOR
                                                 ASIA PACIFIC     OPPORTUNITIES          GROWTH              BOND
                                                  GROWTH FUND          FUND               FUND               FUND
                                                 ------------      ------------       ------------       ------------
                                                 PERIOD ENDED      PERIOD ENDED       PERIOD ENDED       PERIOD ENDED
                                                   MARCH 31,        MARCH 31,          MARCH 31,          MARCH 31,
                                                     1997              1997               1997               1997
                                                 ------------      ------------       ------------       ------------
<S>                                              <C>               <C>                <C>                <C>
Proceeds from redemptions                           $   26           $    17             $   33             $   23
Cost                                                    23                14                 31                 22
                                                    ------           -------             ------             ------
Net realized gains (losses) on redemptions of
 fund shares                                        $    3           $     3             $    2             $    1
                                                    ======           =======             ======             ======
</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   (unaudited)

6. POLICYOWNERS' TRANSACTIONS:

Unit transactions in each Sub-Account for the period ended March 31, 1997,
were as follows:

<TABLE>
<CAPTION>
                                                                   FIDELITY'S       FIDELITY'S       FIDELITY'S
                               SELECT CAPITAL       SELECT            VIPF             VIPF             VIPF
                                   GROWTH           MANAGED       MONEY MARKET     HIGH INCOME     EQUITY-INCOME
                                 FUND, INC.       FUND, INC.       PORTFOLIO        PORTFOLIO        PORTFOLIO
                                ------------     ------------     ------------     ------------     ------------
                                PERIOD ENDED     PERIOD ENDED     PERIOD ENDED     PERIOD ENDED     PERIOD ENDED
                                  MARCH 31,        MARCH 31,       MARCH 31,        MARCH 31,        MARCH 31,
                                    1997             1997             1997             1997             1997
                                ------------     ------------     ------------     ------------     ------------
<S>                             <C>              <C>              <C>              <C>             <C>
Units outstanding,
 beginning of year                   --               --           654,425.374     773,942.356     2,622,030.390
Units purchased                      --               --           331,645.983     117,501.370       283,347.073
Units redeemed                       --               --           (66,957.143)    (44,947.890)     (110,096.484)
Units transferred between
 Sub-Accounts and/or
 Fixed Account                       --               --          (151,285.563)    (15,414.780)      (46,115.486)
                                -----------      -----------       -----------     -----------     -------------
Units outstanding,
 end of period                       --               --           767,828.651     831,081.056     2,749,165.493
                                ===========      ===========       ===========     ===========     =============
</TABLE>

<TABLE>
<CAPTION>
                                 FIDELITY'S       FIDELITY'S      FIDELITY'S VIPF     FIDELITY'S VIPF     FIDELITY'S VIPF
                                    VIPF             VIPF               II                  II                  II
                                   GROWTH          OVERSEAS        ASSET MANAGER     INVESTMENT GRADE        INDEX 500
                                 PORTFOLIO        PORTFOLIO          PORTFOLIO        BOND PORTFOLIO         PORTFOLIO
                                ------------     ------------      ------------       --------------       ------------
                                PERIOD ENDED     PERIOD ENDED      PERIOD ENDED        PERIOD ENDED        PERIOD ENDED
                                 MARCH 31,        MARCH 31,          MARCH 31,           MARCH 31,           MARCH 31,
                                    1997             1997              1997                1997                1997
                                ------------     ------------      ------------       --------------       ------------
<S>                            <C>              <C>                <C>                <C>                  <C>
Units outstanding,
 beginning of year             3,452,718.980    1,536,316.506      1,892,481.312        247,189.999         441,948.368
Units purchased                  390,647.384      180,857.892        148,311.804         22,187.727         123,097.120
Units redeemed                  (161,340.776)     (68,027.701)       (76,486.579)        (9,697.806)        (23,511.998)
Units transferred between
 Sub-Accounts and/or
 Fixed Account                   (64,966.450)     (32,058.180)       (43,089.690)        (6,579.748)         (2,337.673)
                               -------------    -------------      -------------        -----------         -----------
Units outstanding,
 end of period                 3,617,059.138    1,617,088.517      1,921,216.847        253,100.172         539,195.817
                               =============    =============      =============        ===========         ===========

</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   (unaudited)

6. POLICYOWNERS' TRANSACTIONS (CONTINUED):

Unit transactions in each Sub-Account for the period ended March 31, 1997,
were as follows:

<TABLE>
<CAPTION>
                              FIDELITY'S VIPF      PUTNAM'S VT        PUTNAM'S VT         PUTNAM'S VT
                                    II             DIVERSIFIED         GROWTH AND      UTILITIES GROWTH      PUTNAM'S VT
                                CONTRAFUND           INCOME              INCOME               AND              VOYAGER
                                 PORTFOLIO            FUND                FUND            INCOME FUND           FUND
                               ------------       ------------        ------------       ------------       ------------
                               PERIOD ENDED       PERIOD ENDED        PERIOD ENDED       PERIOD ENDED       PERIOD ENDED
                                 MARCH 31,          MARCH 31,          MARCH 31,           MARCH 31,          MARCH 31,
                                   1997               1997                1997               1997               1997
                               ------------       ------------        ------------       ------------       ------------
<S>                            <C>                <C>                 <C>                <C>                <C>
Units outstanding,
 beginning of year              686,514.792        112,611.941        691,973.875         107,970.108       1,750,710.230
Units purchased                 239,665.917         21,867.122        163,897.836          14,860.840         418,904.657
Units reedeemed                 (46,306.786)        (5,000.875)       (35,146.990)         (5,489.576)       (103,636.348)
Units transferred between
 Sub-Accounts and/or
 Fixed Account                  (34,805.492)        (4,171.550)       (17,712.178)         (1,889.890)        (72,279.215)
                                -----------        -----------        -----------         -----------       -------------
Units outstanding,
 end of period                  845,068.431        125,306.638        803,012.543         115,451.482       1,993,699.324
                                ===========        ===========        ===========         ===========       =============
</TABLE>

<TABLE>
<CAPTION>
                                PUTNAM'S VT        PUTNAM'S VT        NORTHSTAR'S       NORTHSTAR'S
                                ASIA PACIFIC           NEW             INCOME AND       MULTI-SECTOR
                                   GROWTH         OPPORTUNITIES          GROWTH             BOND
                                    FUND               FUND               FUND              FUND
                                ------------       ------------       ------------      ------------
                                PERIOD ENDED       PERIOD ENDED       PERIOD ENDED      PERIOD ENDED
                                 MARCH 31,          MARCH 31,          MARCH 31,         MARCH 31,
                                    1997               1997               1997              1997
                                ------------       ------------       ------------      ------------
<S>                             <C>                <C>                <C>               <C>
Units outstanding,
 beginning of year.             144,086.091        681,263.859         42,551.251        22,567.638
Units purchased                  40,032.144        281,104.190         14,616.945         6,408.451
Units redeemed                   (7,637.884)       (50,588.453)        (3,038.795)       (1,572.634)
Units transferred between
 Sub-Accounts and/or
 Fixed Account                   (3,184.693)       (65,929.630)        (5,529.857)         (350.791)
                                -----------        -----------         ----------        ----------
Units outstanding,
 end of period                  173,295.658        845,849.966         48,599.544        27,052.664
                                ===========        ===========         ==========        ==========

</TABLE>


<PAGE>





                (This page has been left blank intentionally.)


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                   (unaudited)

7. COMBINING STATEMENT OF OPERATIONS AND CHANGES IN POLICYOWNERS' EQUITY:

Operations and changes in Policyowners' equity for the period ended March 31,
1997 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              $  5,070      $   115       $ 1,063       $ 1,013       $   527       $   411   $ 1,010
 Reinvested capital gains                  14,448           --           132         5,096         2,357         1,630     2,533
 Mortality and expense risk charge           (595)         (16)          (30)         (122)         (161)          (49)      (62)
                                         --------      -------       -------       -------       -------       -------   -------
  Net investment income (loss)
   and capital gains                       18,923           99         1,165         5,987         2,723         1,992     3,481
                                         --------      -------       -------       -------       -------       -------   -------
Realized and unrealized gains (losses):
 Net realized gains (losses) on
 redemptions of fund shares                   950           --            37           357           304            77        54
Increase (decrease) in unrealized
 appreciation on investments              (23,870)          --        (1,250)       (5,862)       (5,234)       (1,351)   (3,619)
                                         --------      -------       -------       -------       -------       -------   -------
  Net realized and
   unrealized gains (losses)              (22,920)          --        (1,213)       (5,505)       (4,930)       (1,274)   (3,565)
                                         --------      -------       -------       -------       -------       -------   -------
   Net additions (reductions)
     from operations                       (3,997)          99           (48)          482        (2,207)          718       (84)
                                         --------      -------       -------       -------       -------       -------   -------
Policyowner transactions:
 Net premium payments                      32,155        3,027         1,245         3,998         5,320         1,861     1,577
 Transfers (to) from Fixed Account            (27)      (1,137)          164          (166)          (89)          (54)     (380)
 Policy loans                                (920)         (91)         (120)         (182)         (285)          (71)      (72)
 Loan collateral interest crediting            54            2             4            16            14             4        10
 Surrenders                                (1,849)        (191)         (149)         (259)         (493)         (169)     (160)
 Death benefits                              (189)         (12)          (14)          (53)          (61)           (4)      (28)
 Cost of insurance charges                 (5,930)        (177)         (280)         (988)       (1,370)         (392)     (505)
 Death benefit guarantee charges             (112)          (2)           (8)          (28)          (41)          (11)      (14)
 Monthly expense charges                     (934)         (17)          (34)         (139)         (210)          (60)      (66)
                                         --------      -------       -------       -------       -------       -------   -------
   Net additions for
    policyowner transactions               22,248        1,402           808         2,199         2,785         1,104       362
                                         --------      -------       -------       -------       -------       -------   -------
    Net additions
     for the period                        18,251        1,501           760         2,681           578         1,822       278
Policyowners' Equity,
 beginning of the period                  286,273        8,326        14,695        58,207        76,918        22,948    28,743
                                         --------      -------       -------       -------       -------       -------   -------
Policyowners' Equity,
 end of the period                       $304,524      $ 9,827       $15,455       $60,888       $77,496       $24,770   $29,021
                                         ========      =======       =======       =======       =======       =======   =======

</TABLE>


<PAGE>


                       SELECT*LIFE VARIABLE ACCOUNT
                 NOTES TO FINANCIAL STATEMENTS, CONTINUED
                               (unaudited)




<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>

   $193             $   95        $    94        $   86        $   283
     --                193            247            14            690
     (6)               (15)           (21)           (3)           (24)
 ------             ------        -------        ------        -------

    187                273            320            97            949
 ------             ------        -------        ------        -------


      4                 25              1             3             31

   (220)              (195)          (607)         (124)          (746)
 ------             ------        -------        ------        -------

   (216)              (170)          (606)         (121)          (715)
 ------             ------        -------        ------        -------

    (29)               103           (286)          (24)           234
 ------             ------        -------        ------        -------

    216              1,412          2,643           213          1,982
    (51)               648            263            (9)           415
     (2)                (4)            (9)           --            (12)
     --                  1             --            --              0
    (22)               (33)           (45)           (9)           (44)
     --                 (1)            --            (1)            (8)
    (56)              (201)          (355)          (29)          (304)
     (2)                (2)            --            --             (1)
     (7)               (38)           (66)           (5)           (50)
 ------             ------        -------        ------        -------

     76              1,782          2,431           160          1,978
 ------             ------        -------        ------        -------

     47              1,885          2,145           136          2,212

  3,221              7,583         10,173         1,395         11,547
 ------             ------        -------        ------        -------

 $3,268             $9,468        $12,318        $1,531        $13,759
 ======             ======        =======        ======        =======

</TABLE>


<PAGE>


                         SELECT*LIFE VARIABLE ACCOUNT
                   NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (unaudited)

7. COMBINING STATEMENT OF OPERATIONS AND CHANGES IN POLICYOWNERS' EQUITY
   (CONTINUED):

Operations and changes in Policyowners' equity for the period ended March 31,
1997 were as follows, (in thousands):

<TABLE>
<CAPTION>
                                           PUTNAM'S
                                               VT                       PUTNAM'S      PUTNAM'S
                                           UTILITIES      PUTNAM'S         VT           VT        NORTHSTAR'S   NORTHSTAR'S
                                             GROWTH          VT       ASIA 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                 $     61      $     68      $     39      $   --        $      5      $      7
 Reinvested capital gains                         84         1,472          --            --            --            --
 Mortality and expense risk charge                (3)          (58)           (4)          (19)           (1)           (1)
                                            --------      --------      --------      --------      --------      --------
   Net investment income
    (loss) and capital gains                     142         1,482            35           (19)            4             6
                                            --------      --------      --------      --------      --------      --------
Realized and unrealized gains (losses):
 Net realized gains (losses) on
  redemptions of fund shares                      10            38             3             3             2             1
Increase (decrease) in unrealized
 appreciation on investments                    (174)       (3,324)         (113)       (1,034)           (8)           (9)
                                            --------      --------      --------      --------      --------      --------
   Net realized and
    unrealized gains (losses)                   (164)       (3,286)         (110)       (1,031)           (6)           (8)
                                            --------      --------      --------      --------      --------      --------
    Net additions (reductions)
     from operations                             (22)       (1,804)          (75)       (1,050)           (2)           (2)
                                            --------      --------      --------      --------      --------      --------
Policyowner transactions:
 Net premium payments                            152         4,929           348         3,052           118            62
 Transfers (to) from Fixed Account                16           335            33           (34)            4            15
 Policy loans                                     (5)          (44)           (1)           (4)          (10)           (8)
 Loan collateral interest crediting                0             2          --               1          --            --
 Surrenders                                       (9)         (211)           (3)          (48)           (4)         --
 Death benefits                                    0            (4)         --              (3)         --            --
 Cost of insurance charges                       (36)         (786)          (45)         (381)          (17)           (8)
 Death benefit guarantee charges                   0            (3)         --            --            --
 Monthly expense charges                          (6)         (149)           (8)          (75)           (3)           (1)
                                            --------      --------      --------      --------      --------      --------
   Net additions for
    policyowner transactions                     112         4,069           324         2,508            88            60
                                            --------      --------      --------      --------      --------      --------
    Net additions
     for the period                               90         2,265           249         1,458            86            58
Policyowners' Equity,
 beginning of the period                       1,547        28,364         1,608        10,113           590           295
                                            --------      --------      --------      --------      --------      --------
Policyowners' Equity,
 end of the period                          $  1,637      $ 30,629      $  1,857      $ 11,571      $    676      $    353
                                            ========      ========      ========      ========      ========      ========
</TABLE>


<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


<PAGE>


<TABLE>
<CAPTION>
                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)

                           CONSOLIDATED BALANCE SHEETS

                                  (IN MILLIONS)

                                                                    DECEMBER 31
                                                              -----------------------
                                                                1996           1995
                                                              ---------     ---------
<S>                                                           <C>           <C>
                                     ASSETS
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
                                                              =========     =========

The accompanying notes are an integral part of the consolidated financial
statements.

</TABLE>


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (IN MILLIONS)

                                                        YEAR ENDED DECEMBER 31
                                                        ----------------------
                                                           1996        1995
                                                        ---------    ---------
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
                                                         ========    ========

The accompanying notes are an integral part of the consolidated financial
statements.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

                                 (IN MILLIONS)

                                           YEAR ENDED DECEMBER 31
                                           ----------------------
                                              1996        1995
                                           ---------    ---------
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
                                            ========    ========

The accompanying notes are an integral part of the consolidated financial
statements.


<PAGE>


<TABLE>
<CAPTION>
                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN MILLIONS)

                                                                      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
                                                                      =========    =========

The accompanying notes are an integral part of the consolidated financial
statements.

</TABLE>


<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 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.


<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)

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.

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.


<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)

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.

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.


<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)

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:

                                                               YEAR ENDED
                                                               DECEMBER 31
                                                            -----------------
                                                             1996       1995
                                                            ------     ------
                                                              (IN MILLIONS)
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
                                                            ======     ======

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.

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.


<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)

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.

NOTE 4. INVESTMENTS

Investment income summarized by type of investment was as follows:


                                     YEAR ENDED
                                     DECEMBER 31
                                  -----------------
                                   1996       1995
                                  ------     ------
                                    (IN MILLIONS)
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
                                  ======     ======


<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)

Net pretax realized investment gains (losses) were as follows:

                                        YEAR ENDED
                                        DECEMBER 31
                                     -----------------
                                      1996       1995
                                     ------     ------
                                       (IN MILLIONS)
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
                                     ======     ======

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.

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
                                                      ========     ======     ======       ========
</TABLE>


<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)

<TABLE>
<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 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.


<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, 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:

                                   DECEMBER 31
                                  --------------
                                  1996      1995
                                  -----    -----
                                  (IN MILLIONS)
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
                                  =====    =====

Allowances for losses on investments are reflected on the Consolidated Balance
Sheets as a reduction of the related assets and were as follows:

                             DECEMBER 31
                           ---------------
                           1996      1995
                           -----     -----
                            (IN MILLIONS)
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

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:

                                  DECEMBER 31
                                ---------------
                                1996      1995
                                -----     -----
                                 (IN MILLIONS)
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

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.


<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)

Noncash investing activities consisted of the following:

                                                             DECEMBER 31
                                                             -----------
                                                            1996     1995
                                                           -----     -----
                                                            (IN MILLIONS)
Real Estate Assets Acquired Through Foreclosure            $14.8     $28.0
Mortgage Loans Acquired in Sales of Real Estate
 Assets.                                                    11.2      15.3

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:

                                        DECEMBER 31
                                     ------------------
                                      1996       1995
                                     ------     -------
                                       (IN MILLIONS)
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
                                     ======     =======

NOTE 5. INCOME TAXES

The income tax liability as reflected on the Consolidated Balance Sheets
consisted of the following:

                             DECEMBER 31
                           ----------------
                            1996      1995
                           ------    ------
                            (IN MILLIONS)
Current Income Taxes       $  7.8    $  6.4
Deferred Income Taxes.      127.5     162.8
                           ------    ------
 Total                     $135.3    $169.2
                           ======    ======

The provision for income taxes reflected on the Consolidated Statements of
Income consisted of the following:

                        DECEMBER 31
                      ----------------
                       1996      1995
                      ------     -----
                       (IN MILLIONS)
Currently Payable     $ 83.6     $82.9
Deferred                22.3      11.5
                      ------     -----
 Total.               $105.9     $94.4
                      ======     =====

The Internal Revenue Service has completed its review of the Company's tax
return for all years through 1991.


<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)

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:

                                                  DECEMBER 31
                                             --------------------
                                               1996         1995
                                             -------      -------
                                                 (IN MILLIONS)
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
                                             =======      =======

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:

                          DECEMBER 31
                        --------------
                        1996      1995
                        ----      ----
                         (IN MILLIONS)
Statutory Tax Rate      35.0%     35.0%
Other                    (.3)       .2
                        ----      ---- 
 Effective Tax Rate     34.7%     35.2%
                        ====      ==== 


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.


<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

A summary of notes and mortgages payable is as follows:

                                               DECEMBER 31
                                            -----------------
                                             1996       1995
                                            ------     ------
                                              (IN MILLIONS)
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
                                            ======     ======

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.

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:

                   (IN MILLIONS)
                   -------------
1997 -- $162.5                        2000 -- $5.8
1998 -- $   .1                        2001 -- $1.9
1999 -- $   .2         2002 and thereafter -- $ .3


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.


<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)

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.

Net periodic pension expense for ReliaStar and its subsidiaries included the
following components:

                                                     DECEMBER 31
                                                  -----------------
                                                   1996       1995
                                                  ------     ------
                                                    (IN MILLIONS)
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
                                                  ======     ======

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


<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)

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 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:

                                                DECEMBER 31
                                              ---------------
                                              1996      1995
                                              -----     -----
                                               (IN MILLIONS)
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
                                              =====     =====

Net periodic postretirement benefit costs consisted of the following components:

                                               DECEMBER 31
                                              --------------
                                              1996      1995
                                              -----     ----
                                              (IN MILLIONS)
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
                                              =====     ====

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


<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)

employees are eligible to participate in the Success Sharing Plan. The Success
Sharing Plan has both qualified and nonqualified components. The nonqualified
component is equal to 25% of the annual award and is paid in cash to employees.
The qualified component is equal to 75% of the annual award, with 25%
contributed to a deferred investment account and the remaining 50% contributed
to the ESOP portion of the Success Sharing Plan. Costs charged to expense for
the Success Sharing Plan were $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


<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 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.

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 to $600,000 per life. For group
coverage and reinsurance assumed, the retention is $500,000 per life with per
occurrence limitations, subject to certain maximums. As of December 31, 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:

                               DECEMBER 31
                            ------------------
                             1996        1995
                            -------     ------
                               (IN MILLIONS)
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
                            =======     ======


<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:

                                     DECEMBER 31
                                  -----------------
                                   1996       1995
                                  ------     ------
                                    (IN MILLIONS)
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
                                  ======     ======

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 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.


<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)

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.

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.


<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)

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:

                  (IN MILLIONS)
                  -------------
1997 -- $7.6                        2000 -- $4.6
1998 -- $6.8                        2001 -- $3.9
1999 -- $5.7         2002 and thereafter -- $4.7


NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosures are made in accordance with the requirements of SFAS
No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS No. 107
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. In that regard, the
derived fair value estimates, in many cases, could not be realized in immediate
settlement of the instrument.

SFAS No. 107 excludes certain financial instruments and all nonfinancial
instruments from its disclosure requirements. Accordingly, the aggregate fair
value amounts presented do not represent the underlying value of the Company.

The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 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.


<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)

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 INVESTMENT AND POLICY LOANS -- The carrying amounts for these
assets approximate the assets' fair values.

OTHER FINANCIAL INVESTMENTS AND POLICY LOANS -- The carrying amounts for these
financial instruments (primarily premiums and other accounts receivable and
accrued investment income) approximate those assets' fair values.

OTHER FINANCIAL INSTRUMENTS REPORTED AS ASSETS -- The carrying amounts for these
financial instruments (primarily premiums and other accounts receivable and
accrued investment income) approximate those assets' fair values.

INVESTMENT CONTRACT LIABILITIES -- The fair value for deferred annuities was
estimated to be the amount payable on demand at the reporting date, as those
investment contracts have no defined maturity and are similar to a deposit
liability. The amount payable at the reporting date was calculated as the
account balance less applicable surrender charges.

The fair value for GICs was estimated using discounted cash flow analyses. The
discount rate used was based upon current industry offering rates on GICs of
similar durations.

The fair values for supplementary contracts without life contingencies and
immediate annuities were estimated using discounted cash flow analyses. The
discount rate was based upon treasury rates plus a pricing margin.

The carrying amounts reported for other investment contracts, which includes
participating pension contracts and retirement plan deposits, approximate those
liabilities' fair value.

CLAIM AND OTHER DEPOSIT FUNDS -- The carrying amounts for claim and other
deposit funds approximate the liabilities' fair value.

NOTES AND MORTGAGES PAYABLE -- The fair value for the note payable to ReliaStar
was based upon the quoted market price of the related ReliaStar publicly traded
debt. For other debt obligations, discounted cash flow analyses were used. The
discount rate was based upon the Company's estimated current incremental
borrowing rates.

OTHER FINANCIAL INSTRUMENTS REPORTED AS LIABILITIES -- The carrying amounts for
other financial instruments (primarily normal payables of a short-term nature)
approximate those liabilities' fair values.

FINANCIAL GUARANTEES -- The fair values for financial guarantees were estimated
using discounted cash flow analyses based upon the expected future net amounts
to be expended. The estimated net amounts to be expended were determined based
on projected cash flows and a valuation of the underlying collateral.


<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)

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 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


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)

NOTE 14. SUBSEQUENT EVENT (CONTINUED)

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.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET

                                  (IN MILLIONS)
                                   (UNAUDITED)

                                                 MARCH 31,
                                                   1997
                                                 ---------
ASSETS
Fixed Maturity Securities,
 Available-for-Sale                              $ 9,212.4
Equity Securities                                     25.1
Mortgage Loans on Real Estate                      1,859.1
Real Estate and Leases                                76.9
Policy Loans                                         555.1
Other Invested Assets                                 68.5
Short-Term Investments                               106.2
                                                 ---------
 Total Investments                                11,903.3
Cash                                                   7.9
Accounts and Notes Receivable                        155.7
Reinsurance Receivable                               209.8
Deferred Policy Acquisition Costs                  1,064.7
Present Value of Future Profits                      234.3
Property and Equipment, Net                          116.5
Accrued Investment Income                            175.3
Other Assets                                         352.9
Participation Fund Account Assets                    315.9
Assets Held in Separate Accounts                   2,254.6
                                                 ---------
 TOTAL ASSETS                                    $16,790.9
                                                 =========

LIABILITIES
Future Policy and Contract Benefits              $11,400.5
Pending Policy Claims                                292.7
Other Policyholder Funds                             209.0
Notes and Mortgages Payable -- Unaffiliated          204.3
Notes Payable -- Parent                              100.0
Income Taxes                                         117.7
Other Liabilities                                    337.4
Participation Fund Account Liabilities               315.9
Liabilities Related to Separate Accounts           2,249.1
                                                 ---------
 TOTAL LIABILITIES                                15,226.6
                                                 ---------

SHAREHOLDER'S EQUITY
Common Stock                                           2.5
Additional Paid-In Capital                           538.9
Net Unrealized Investment Gains                       60.1
Retained Earnings                                    962.8
                                                 ---------
 TOTAL SHAREHOLDER'S EQUITY                        1,564.3
                                                 ---------
 TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY      $16,790.9
                                                 =========

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                  (IN MILLIONS)
                                   (UNAUDITED)

                                                      THREE MONTHS
                                                     ENDED MARCH 31
                                                     --------------
                                                          1997
                                                     --------------
REVENUES
Premiums                                                 $204.7
Net Investment Income                                     234.2
Realized Investment Gains                                   2.2
Policy and Contract Charges                                64.9
Other Income                                               21.6
                                                         ------
 Total                                                    527.6
                                                         ------

BENEFITS AND EXPENSES
Benefits to Policyholders                                 317.6
Sales and Operating Expenses                               91.0
Amortization of Deferred Policy Acquisition Costs
 and Present Value of Future Profits                       28.4
Interest Expense                                            4.4
Dividends and Experience Refunds to Policyholders           7.1
                                                         ------
 Total                                                    448.5
                                                         ------
Income Before Income Taxes                                 79.1
Income Tax Expense                                         27.6
                                                         ------
 Net Income                                              $ 51.5
                                                         ======

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                  (IN MILLIONS)
                                   (UNAUDITED)

                                                                  THREE MONTHS
                                                                 ENDED MARCH 31
                                                                 --------------
                                                                      1997
                                                                    -------
OPERATING ACTIVITIES
Net Income                                                          $  51.5
Adjustments to Reconcile Net Income to Net Cash Provided
 by Operating Activities
    Interest Credited to Insurance Contracts                          122.9
    Future Policy Benefits                                            (58.5)
    Capitalization of Deferred Policy Acquisition Costs               (50.5)
    Amortization of Deferred Policy Acquisition Costs
     and Present Value of Future Profits                               28.4
    Deferred Income Taxes                                               3.9
    Net Change in Receivables and Payables                             16.3
    Other Assets                                                      (44.0)
    Realized Investment Gains, Net                                     (2.2)
    Other                                                               1.6
                                                                    -------
     Net Cash Provided by Operating Activities                         69.4
                                                                    -------

INVESTING ACTIVITIES
Proceeds from Sales of Available-for-Sale Fixed Maturity
 Securities                                                            83.8
Proceeds from Maturities or Repayment of Fixed Maturity
 Securities                                                           173.5
Cost of Fixed Maturity Securities Acquired                           (353.1)
Sales of Equity Securities, Net                                        13.6
Proceeds of Mortgage Loans Sold, Matured or Repaid                    124.5
Cost of Mortgage Loans Acquired                                      (132.5)
Sales of Real Estate and Leases, Net                                    2.7
Policy Loans Issued, Net                                               (6.1)
Sales (Purchases) of Other Invested Assets, Net                        (3.1)
Sales (Purchases) of Short-Term Investments, Net                       (6.9)
                                                                    -------
   Net Cash Used by Investing Activities                             (103.6)
                                                                    -------

FINANCING ACTIVITIES
Deposits to Insurance Contracts                                       311.2
Maturities and Withdrawals from Insurance Contracts                  (304.5)
Increase in Notes and Mortgages Payable                                33.6
Repayment of Notes and Mortgages Payable                               (0.1)
Dividends to Shareholder                                              (14.0)
                                                                    -------
   Net Cash Provided (Used) by Financing Activities                    26.2
                                                                    -------
Decrease in Cash                                                       (8.0)
Cash at Beginning of Period                                            15.9
                                                                    -------
Cash at End of Period                                               $   7.9
                                                                    =======

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

The condensed consolidated financial statements of ReliaStar Life Insurance
Company (the Company) have been prepared in conformity with generally accepted
accounting principles and such principles were applied on a basis consistent
with that reflected in the Consolidated Financial Statements For the Years Ended
December 31, 1996 and 1995. The financial information included herein, has been
prepared by management without audit by independent certified public
accountants.

The interim information furnished includes all adjustments and accruals
consisting only of normal, recurring actual adjustments which are, in the
opinion of management, necessary for a fair statement of results for the interim
period. The results of operations for any interim period are not necessarily
indicative of results for the full year. The unaudited interim condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Consolidated Financial
Statements For the Years Ended December 31, 1996 and 1995.

NOTE 2. ACQUISITION

On July 1, 1997, ReliaStar Financial Corp., the Company's parent (ReliaStar),
completed the acquisition of Security-Connecticut Corporation (SRC). 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. 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.



<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. 


<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. 

(1/2), 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. 


<PAGE>

2 
Is the result of: 

    *The net asset value per share of the Fund shares held in the Sub-Account, 
     determined at the end of the last prior Valuation Period; 

    *Plus or minus a per share charge or credit for any taxes reserved for 
     during the last prior Valuation Period which we determine resulted from 
     the investment operations of the Sub-Account and was applicable to the 
     Policy. 

VALUATION DATE; VALUATION PERIOD. A Valuation Date is each day the New York 
Stock Exchange is open for trading. 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. 


<PAGE>

                                  APPENDIX C 
           ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES, 
                  CASH SURRENDER VALUES, AND DEATH BENEFITS 

The following tables illustrate how the Accumulation Values, Cash Surrender 
Values, and Death Benefits of a Policy may change with the investment 
experience of the Variable Account. The tables show how the Accumulation 
Values, Cash Surrender Values, and Death Benefits of a Policy issued to an 
Insured of a given Age (who pays the given Planned Periodic Premiums 
annually) would vary over time if the investment return of the assets held in 
the Funds were a uniform, gross, after-tax, annual rate of 0 percent, 6 
percent or 12 percent. 

The tables on pages C-2 through C-7 illustrate a Policy issued to a male Age 
40, in a standard Rate Class and qualifying for non-smoker rates. The 
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower 
if the Insured were in a substandard Rate Class or did not qualify for the 
nonsmoker rates because the cost of insurance would be increased. The 
Accumulation Values, Cash Surrender Values and Death Benefits would be 
different from those shown if the gross annual investment returns averaged 0 
percent, 6 percent, and 12 percent over a period of years, but fluctuated 
above and below those averages for individual Policy Years. 

Within the tables, the second and fifth columns illustrate the Accumulation 
Value of the Policy over the designated period. The Accumulation Value is the 
total amount that a Policy provides for investment at any time. The third and 
sixth columns illustrate the Cash Surrender Value of a Policy over the 
designated period. The Cash Surrender Value is equal to the Accumulation 
Value less any Surrender Charges, Loan Amount (assumed to be zero in these 
illustrations) and unpaid Monthly Deductions (also assumed to be zero). The 
fourth and seventh columns illustrate the Death Benefit of a Policy over the 
designated period. The second, third, and fourth columns assume that 
throughout the life of the Policy, the monthly charge for the cost of 
insurance, the Monthly Mortality and Expense Charge and the Monthly 
Administrative Charge are based upon the maximums (i.e. guaranteed) permitted 
in the policy. The maximum allowable cost of insurance rates are based on the 
1980 Commissioners Standard Ordinary Mortality Tables for Nonsmokers and 
Smokers. The fifth, sixth, and seventh columns assume that the monthly charge 
for cost of insurance, the Monthly Mortality and Expense Charge, and the 
Monthly Administrative Charge are based on the current amounts expected to be 
charged. The Death Benefits also vary between tables depending upon whether 
the Level Amount Death Benefit Option (Tables at pages C-2 through C-4) or 
the Variable Amount Death Benefit Option (Tables at pages C-5 through C-7) is 
illustrated. 

   
The amounts shown for the Accumulation Values, Cash Surrender Values, and 
Death Benefits reflect the fact that the net investment return of the 
Sub-Accounts of the Variable Account is lower than the gross, after-tax 
return on the assets held in the Funds as a result of the Funds' operating 
expenses. The values shown take into account the daily total operating 
expenses paid by the three funds available through The Alger American Trust, 
the portfolios of Fidelity VIP and Fidelity VIP II, the four funds of Janus 
Aspen Series, the two funds of Neuberger&Berman Advisers Management Trust, 
the five funds available through Northstar Variable Trust, the four funds of 
the OCC Accumulation Trust, and the six funds of Putnam Variable Trust, which 
together are assumed to be at an average annual rate of 0.79% 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 -0.79%, 5.21%, 
and 11.21%, respectively. Without such expense reimbursements, total expenses 
would be 0.99%. 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). 


<PAGE>

The tables illustrate the Policy values that would result based upon the 
hypothetical rates of return if premiums are paid as indicated, if all Net 
Premiums are allocated to the Variable Account, and if no Policy loans have 
been made. The tables are also based on the assumptions that the Policy owner 
has not requested an increase or decrease in the Face Amount, that no partial 
withdrawals have been made, that no transfers have been made, and total 
operating expenses of the Funds continue as anticipated. Actual results will 
depend on the expenses and performance of the investment choice made by the 
owner. 

Upon request, we will provide a comparable illustration based upon the 
proposed Insured's Age, sex, underwriting classification, the Face Amount and 
Planned Periodic Premium schedule requested, and any available riders 
requested. 

<PAGE>

   
                       RELIASTAR LIFE INSURANCE COMPANY 
                   FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95 

                              MALE ISSUE AGE: 40 
                                  NON-SMOKER 
                           $1,200.00 ANNUAL PREMIUM 
                             $100,000 FACE AMOUNT 
                          LEVEL DEATH BENEFIT OPTION 

                      ASSUMED HYPOTHETICAL GROSS ANNUAL 
                        INVESTMENT RATE OF RETURN: 0% 
    


<TABLE>
<CAPTION>
                         GUARANTEED COSTS                                CURRENT COSTS 
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH 
 POLICY        VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT 
  YEAR        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2) 
  ----        -------          -------        -------        -------          -------        ------- 
<S>           <C>              <C>            <C>            <C>              <C>            <C>
   
    1            743                0***      100,000*          809                0***      100,000* 
    2          1,458              550***      100,000         1,590              682***      100,000 
    3          2,145                0         100,000*        2,344              134         100,000 
    4          2,801              401         100,000         3,068              668         100,000 
    5          3,427            1,027         100,000         3,761            1,361         100,000 
    6          4,019            1,859         100,000         4,421            2,261         100,000 
    7          4,577            2,657         100,000         5,049            3,129         100,000 
    8          5,100            3,420         100,000         5,643            3,963         100,000 
    9          5,585            4,145         100,000         6,200            4,760         100,000 
   10          6,030            4,830         100,000         6,719            5,519         100,000 
   11          6,432            5,472         100,000         7,230            6,270         100,000 
   12          6,786            6,066         100,000         7,699            6,979         100,000 
   13          7,086            6,606         100,000         8,120            7,640         100,000 
   14          7,326            7,087         100,000         8,485            8,245         100,000 
   15          7,501            7,501         100,000         8,791            8,791         100,000 
   20          7,171            7,171         100,000         9,225            9,225         100,000 
   AGE 
   70              0                0               0         3,542            3,542         100,000 
   ** 
- ------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Assumes a $1,200.00 premium (which exceeds the Annualized 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 ACHIEVED FOR ANY ONE 
YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. 


<PAGE>

                       RELIASTAR LIFE INSURANCE COMPANY 
                   FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95 
 
                             MALE ISSUE AGE: 40 
                                  NON-SMOKER 
                           $1,200.00 ANNUAL PREMIUM 
                             $100,000 FACE AMOUNT 
                          LEVEL DEATH BENEFIT OPTION 

                      ASSUMED HYPOTHETICAL GROSS ANNUAL 
                        INVESTMENT RATE OF RETURN: 6% 

<TABLE>
<CAPTION>
                         GUARANTEED COSTS                                CURRENT COSTS 
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH 
 POLICY        VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT 
  YEAR        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2) 
  ----        -------          -------        -------        -------          -------        ------- 
<S>           <C>              <C>            <C>            <C>              <C>            <C>
   
    1            799                0***      100,000*          867               37***      100,000 
    2          1,616              708***      100,000         1,756              848***      100,000 
    3          2,451              241         100,000         2,669              459         100,000 
    4          3,303              903         100,000         3,603            1,203         100,000 
    5          4,172            1,772         100,000         4,559            2,159         100,000 
    6          5,055            2,895         100,000         5,535            3,375         100,000 
    7          5,953            4,033         100,000         6,532            4,612         100,000 
    8          6,863            5,183         100,000         7,549            5,869         100,000 
    9          7,785            6,345         100,000         8,585            7,145         100,000 
   10          8,718            7,518         100,000         9,638            8,438         100,000 
   11          9,656            8,696         100,000        10,755            9,795         100,000 
   12         10,597            9,877         100,000        11,893           11,173         100,000 
   13         11,534           11,054         100,000        13,046           12,566         100,000 
   14         12,461           12,221         100,000        14,210           13,970         100,000 
   15         13,373           13,373         100,000        15,383           15,383         100,000 
   20         17,484           17,484         100,000        21,213           21,213         100,000 
   AGE 
   70         17,908           17,908         100,000        33,034           33,034         100,000 
   75          5,512            5,512         100,000        34,878           34,878         100,000 
   80              0                0               0        27,971           27,971         100,000 
   ** 
- ----------------------------------------------------------------------------------------------------
</TABLE>
    

(1) Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly 
    Premium) is paid at the beginning of each Policy Year. Values will be 
    different if premiums are paid with a different frequency or in different 
    amounts. 

(2) Assumes that no Policy loans or partial withdrawals have been made. 
    Excessive loans or withdrawals may cause the Policy to lapse because of 
    insufficient Cash Surrender Value. 

*   Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
    the years shown. Therefore, the Policy remains in force even though the Cash
    Surrender Value is zero.

**  Policy terminates prior to age 85.

*** Cash Surrender Value includes the sales charge refund.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE 
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL 
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A 
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, 
AND THE DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, 
CASH SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM 
THOSE SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY 
AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT 
AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR 
BY THE FUNDS THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE 
YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. 


<PAGE>

   
                       RELIASTAR LIFE INSURANCE COMPANY 
                   FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95 

                              MALE ISSUE AGE: 40 
                                  NON-SMOKER 
                           $1,200.00 ANNUAL PREMIUM 
                             $100,000 FACE AMOUNT 
                          LEVEL DEATH BENEFIT OPTION 

                      ASSUMED HYPOTHETICAL GROSS ANNUAL 
                        INVESTMENT RATE OF RETURN: 12% 
    


<TABLE>
<CAPTION>
                         GUARANTEED COSTS                                CURRENT COSTS 
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH 
 POLICY        VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT 
  YEAR        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2) 
  ----        -------          -------        -------        -------          -------        ------- 
<S>          <C>              <C>            <C>            <C>              <C>            <C>
   
    1              855               25*       100,000*           924               94*       100,000 
    2            1,780              872*       100,000          1,929            1,021*       100,000 
    3            2,783              573        100,000*         3,022              812        100,000 
    4            3,871            1,471        100,000          4,209            1,809        100,000 
    5            5,050            2,650        100,000          5,498            3,098        100,000 
    6            6,328            4,168        100,000          6,901            4,741        100,000 
    7            7,714            5,794        100,000          8,427            6,507        100,000 
    8            9,218            7,538        100,000         10,088            8,408        100,000 
    9           10,852            9,412        100,000         11,897           10,457        100,000 
   10           12,627           11,427        100,000         13,868           12,668        100,000 
   11           14,555           13,595        100,000         16,090           15,130        100,000 
   12           16,650           15,930        100,000         18,524           17,804        100,000 
   13           18,924           18,444        100,000         21,192           20,712        100,000 
   14           21,395           21,155        100,000         24,114           23,874        100,000 
   15           24,080           24,080        100,000         27,321           27,321        100,000 
   20           41,626           41,626        100,000         48,913           48,913        100,000 
   AGE 
   70          116,883          116,883        135,585        147,439          147,439        171,029 
   75          192,293          192,293        205,754        247,947          247,947        265,304 
   80          313,808          313,808        329,498        413,939          413,939        434,637 
   85          502,266          502,266        527,380        680,714          680,714        714,750 
   90          785,959          785,959        825,527      1,102,304        1,102,304      1,157,420 
   95        1,237,751        1,237,751      1,250,129      1,794,567        1,794,567      1,812,513 
- ------------------------------------------------------------------------------------------------------
</TABLE>
    

(1) Assumes a $1,200.00 premium (which exceeds the Annualized 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 ACHIEVED FOR ANY ONE 
YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. 


<PAGE>

                       RELIASTAR LIFE INSURANCE COMPANY 
                   FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95 

                              MALE ISSUE AGE: 40 
                                  NON-SMOKER 
                           $1,200.00 ANNUAL PREMIUM 
                             $100,000 FACE AMOUNT 
                        VARIABLE DEATH BENEFIT OPTION 

                      ASSUMED HYPOTHETICAL GROSS ANNUAL 
                        INVESTMENT RATE OF RETURN: 0% 

<TABLE>
<CAPTION>
                         GUARANTEED COSTS                                CURRENT COSTS 
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH 
 POLICY        VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT 
  YEAR        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2) 
  ----        -------          -------        -------        -------          -------        ------- 
<S>           <C>              <C>            <C>            <C>              <C>            <C>
   
    1            741                0***      100,741*          807                0***      100,807* 
    2          1,452              544***      101,452         1,584              676***      101,584 
    3          2,132                0         102,132*        2,331              121         102,331 
    4          2,780              380         102,780         3,047              647         103,047 
    5          3,394              994         103,394         3,728            1,328         103,728 
    6          3,973            1,812         103,973         4,345            2,215         104,345 
    7          4,513            2,593         104,513         4,985            3,065         104,985 
    8          5,015            3,335         105,015         5,558            3,878         105,558 
    9          5,476            4,036         105,476         6,091            4,651         106,091 
   10          5,894            4,693         105,894         6,581            5,381         106,581 
   11          6,263            5,303         106,263         7,059            6,099         107,059 
   12          6,580            5,860         106,580         7,489            6,769         107,489 
   13          6,838            6,358         106,838         7,864            7,384         107,864 
   14          7,030            6,790         107,030         8,178            7,938         108,178 
   15          7,150            7,150         107,150         8,425            8,425         108,425 
   20          6,456            6,456         106,456         8,440            8,440         108,440 
   AGE 
   70              0                0               0         1,632            1,632         101,632 
   ** 
- ------------------------------------------------------------------------------------------------------
</TABLE>
    

(1) Assumes a $1,200.00 premium (which exceeds the Annualized 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 ACHIEVED FOR ANY ONE 
YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. 


<PAGE>

                       RELIASTAR LIFE INSURANCE COMPANY 
                   FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95 

                              MALE ISSUE AGE: 40 
                                  NON-SMOKER 
                           $1,200.00 ANNUAL PREMIUM 
                             $100,000 FACE AMOUNT 
                        VARIABLE DEATH BENEFIT OPTION 

                      ASSUMED HYPOTHETICAL GROSS ANNUAL 
                        INVESTMENT RATE OF RETURN: 6% 

<TABLE>
<CAPTION>
                         GUARANTEED COSTS                                CURRENT COSTS 
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH 
 POLICY        VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT 
  YEAR        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2) 
  ----        -------          -------        -------        -------          -------        ------- 
<S>           <C>              <C>            <C>            <C>              <C>            <C>
   
    1            797                0***      100,797*          864               34***      100,864 
    2          1,609              701***      101,609         1,749              841***      101,749 
    3          2,436              226         102,436         2,654              444         102,654 
    4          3,277              877         103,277         3,578            1,178         103,578 
    5          4,131            1,731         104,131         4,519            2,119         104,519 
    6          4,994            2,834         104,994         5,475            3,315         105,475 
    7          5,866            3,946         105,866         6,446            4,526         106,446 
    8          6,744            5,064         106,744         7,431            5,751         107,431 
    9          7,626            6,186         107,626         8,426            6,986         108,426 
   10          8,509            7,308         108,509         9,429            8,229         109,429 
   11          9,387            8,427         109,387        10,484            9,524         110,484 
   12         10,255            9,535         110,255        11,547           10,827         111,547 
   13         11,104           10,624         111,104        12,608           12,128         112,608 
   14         11,927           11,686         111,927        13,661           13,421         113,661 
   15         12,713           12,713         112,713        14,700           14,700         114,700 
   20         15,770           15,770         115,770        19,370           19,370         119,370 
   AGE 
   70         10,042           10,042         110,042        24,356           24,356         124,356 
   75              0                0               0        17,036           17,036         117,036 
   ** 
- ----------------------------------------------------------------------------------------------------
</TABLE>
    

(1) Assumes a $1,200.00 premium (which exceeds the Annualized Minimum Monthly 
    Premium) is paid at the beginning of each Policy Year. Values will be 
    different if premiums are paid with a different frequency or in different 
    amounts. 

(2) Assumes that no Policy loans or partial withdrawals have been made. 
    Excessive loans or withdrawals may cause the Policy to lapse because of 
    insufficient Cash Surrender Value. 

*   Based on (1) and (2) above, the Death Benefit Guarantee is in effect during
    the years shown. Therefore, the Policy remains in force even though the Cash
    Surrender Value is zero.

**  Policy terminates prior to age 80.

*** Cash Surrender Value includes the sales charge refund.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE 
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL 
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A 
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, 
AND THE DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, 
CASH SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM 
THOSE SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY 
AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT 
AVERAGE FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR 
BY THE FUNDS THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE 
YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. 


<PAGE>

                       RELIASTAR LIFE INSURANCE COMPANY 
                   FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95 

                              MALE ISSUE AGE: 40 
                                  NON-SMOKER 
                           $1,200.00 ANNUAL PREMIUM 
                             $100,000 FACE AMOUNT 
                        VARIABLE DEATH BENEFIT OPTION 

                      ASSUMED HYPOTHETICAL GROSS ANNUAL 
                        INVESTMENT RATE OF RETURN: 12% 


<TABLE>
<CAPTION>
                         GUARANTEED COSTS                                CURRENT COSTS 
           ------------------------------------------     ------------------------------------------
           ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH 
 POLICY        VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT 
  YEAR        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2) 
  ----        -------          -------        -------        -------          -------        ------- 
<S>           <C>              <C>           <C>           <C>              <C>            <C>
   
    1             853               22*      100,853           922               92*       100,922 
    2           1,773              864*      101,773         1,921            1,013*       101,921 
    3           2,767              556       102,767         3,005              795        103,005 
    4           3,841            1,440       103,841         4,178            1,778        104,178 
    5           5,000            2,599       105,000         5,448            3,048        105,448 
    6           6,250            4,089       106,250         6,823            4,663        106,823 
    7           7,598            5,677       107,598         8,312            6,392        108,312 
    8           9,052            7,372       109,052         9,923            8,243        109,923 
    9          10,620            9,180       110,620        11,667           10,227        111,667 
   10          12,310           11,110       112,310        13,553           12,353        113,553 
   11          14,130           13,170       114,130        15,663           14,703        115,663 
   12          16,086           15,365       116,086        17,955           17,235        117,955 
   13          18,185           17,704       118,185        20,440           19,960        120,440 
   14          20,432           20,192       120,432        23,131           22,891        123,131 
   15          22,836           22,836       122,836        26,043           26,043        126,043 
   20          37,518           37,518       137,518        44,554           44,554        144,554 
   AGE 
   70          82,439           82,439       182,439       116,361          116,361        216,361 
   75         111,484          111,484       211,484       178,235          178,235        278,235 
   80         138,633          138,633       238,633       266,137          266,137        366,137 
   85         152,191          152,191       252,191       389,685          389,685        489,685 
   90         125,422          125,422       225,422       564,249          564,249        664,249 
   95          13,972           13,972       113,972       816,271          816,271        916,271 
</TABLE>
    

(1) Assumes a $1,200.00 premium (which exceeds the Annualized 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 ACHIEVED FOR ANY ONE 
YEAR, OR SUSTAINED OVER ANY PERIOD OF TIME. 


<PAGE>

                                  APPENDIX D 
                  MAXIMUM CONTINGENT DEFERRED SALES CHARGES 
                          PER $1,000 OF FACE AMOUNT 

<TABLE>
<CAPTION>
                             
                                                           
                         CHARGE PER $1,000 OF FACE                          CHARGE PER $1,000 OF FACE   
                       AMOUNT (INITIAL FACE AMOUNT OR                     AMOUNT (INITIAL FACE AMOUNT OR
                           AMOUNT OF REQUESTED                                AMOUNT OF REQUESTED 
 INSURED'S AGE AT POLICY         INCREASE)        INSURED'S AGE AT POLICY           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>



<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>
                         CHARGE PER $1,000 OF FACE                          CHARGE PER $1,000 OF FACE   
                       AMOUNT (INITIAL FACE AMOUNT OR                     AMOUNT (INITIAL FACE AMOUNT OR
                           AMOUNT OF REQUESTED                                AMOUNT OF REQUESTED 
 INSURED'S AGE AT POLICY         INCREASE)        INSURED'S AGE AT POLICY           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               $ 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>


<PAGE>


[LOGO]

RELIASTAR

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

SELECT*LIFE II PROSPECTUS (GENERAL)                   N700.176E (AUGUST 8, 1997)



<PAGE>

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

   
The Depositor represents that 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, 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 
25th day of July, 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, Depositor has caused this 
Amendment to Registration Statement to be signed on its behalf, in the City 
of Minneapolis and State of Minnesota, on this 25th day of July, 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 25th day of July, 1997 by the following 
directors and officers of Depositor in the capacities indicated: 
    

         SIGNATURE                                   TITLE 
         ---------                                   ----- 

    /S/ JOHN G. TURNER      Chairman and Chief Executive Officer 
 John G. Turner 

   /S/ WAYNE R. HUNEKE      Senior Vice President and Chief Financial Officer 
 Wayne R. Huneke 

  /S/ CHRIS D. SCHREIER     Second Vice President and Controller 
 Chris D. Schreier          (Principal Accounting Officer) 

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

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

                                 /S/ ROBERT B. SAGINAW 
                         Robert B. Saginaw, Attorney-In-Fact 

<PAGE>

                                   PART II 
                      CONTENTS OF REGISTRATION STATEMENT 

This Post-Effective Amendment No. 7 to the Registration Statement comprises 
the following papers and documents: 

    The Facing Sheet.

   
    The general form of Prospectus, consisting of 139 pages.
    

    Undertakings to file reports. (Filed in Pre-Effective Amendment No. 1)

    Rule 484 Undertaking.

    Representation pursuant to Section 26(e)(2)(A).

    Representation pursuant to Paragraph (b)(13)(iii)(F) under Rule 6e-3(T).
    (Filed in Pre-Effective Amendment No. 1)

    The signatures.

    Written consents of the following persons:

    1.  Robert B. Saginaw, Esquire -- Filed as part of EX-99.2.

    2.  Craig A. Krogstad, FSA, MAAA -- Filed as part of EX-99.C6.

    3.  Deloitte & Touche LLP -- Filed as part of EX-99.C1.

    The following exhibits:

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

    A.  (1)     Resolutions of Board of Directors of Northwestern National Life
                Insurance Company ("NWNL") establishing the Select*Life Variable
                Account. (Filed as an Exhibit in S-6EL24 on December 23, 1996,
                Accession Number 0000897899-96-000017, CIK 0000897899 and 
                incorporated herein by reference.)

        (2)     Not applicable.

        (3)(a)  General Distributor Agreement between Washington Square
                Securities, Inc. and ReliaStar Life. (Filed as part of
                Select*Life Variable Account S-6EL24 on 12-23-96, Accession
                Number 0000897899-96-000017, CIK 0000897899 and incorporated
                herein by reference.)

        (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 and incorporated herein by
                reference.)

        (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 Life. (Filed as
                part of Select*Life Variable Account S-6EL24 on 12-23-96,
                Accession Number 0000897899-96-000017, CIK 0000897899 and
                incorporated herein by reference.)

        (6)(b)  Amended By-Laws of ReliaStar Life. (Filed as part of
                Select*Life Variable Account S-6EL24 on 12-23-96, Accession
                Number 0000897899-96-000017, CIK 0000897899 and incorporated
                herein by reference.)

<PAGE>

       (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 and incorporated herein
                by reference.) 
    

        (8)(b)  Participation Agreement with Fidelity's Variable Insurance
                Products Fund II and Fidelity Distributors Corporation and
                Amendments Nos. 1-7. (Filed as part of Select*Life Variable
                Account S-6EL24 on 12-23-96, Accession Number
                0000897899-96-000017, CIK 0000897899 and incorporated herein by
                reference.)

        (8)(c)  Form of Service Agreement and Contract between ReliaStar Life
                Insurance Company, WSSI, and Fidelity Investments Institutional
                Operations Company and Distributors Corporation dated January 1,
                1997. (Filed in S-6EL24/A on March 31, 1997, File No.
                333-18517, and incorporated herein by reference.)

        (8)(d)  Participation Agreement with Putnam Capital Manager Trust and
                Putnam Mutual Funds Corp. and Amendments Nos. 1-2. (Filed in
                S-6EL24 on December 23, 1996, File No. 333-18517, and
                incorporated herein by reference.)

   
        (8)(e)  Form of Service Agreement by and between ReliaStar Life
                Insurance Company and Janus Capital Corporation. (To be filed in
                Post-Effective Amendment.)
    

   
        (8)(f)  Form of Service Agreement by and between ReliaStar Life
                Insurance Company and Fred Alger Management, Inc. (To be filed
                in Post-Effective Amendment.)
    

   
        (8)(g)  Form of Service Agreement by and between ReliaStar Life
                Insurance Company and OpCap Advisors. (To be filed in
                Post-Effective Amendment.)
    

   
        (8)(h)  Form of Service Agreement by and between ReliaStar Life
                Insurance Company and Neuberger&Berman Management Incorporated
                ("NBMI"). (To be filed in Post-Effective Amendment.)
    

   
        (8)(i)  Form of Participation Agreement by and among ReliaStar Life
                Insurance Company, Neuberger&Berman Advisers Management Trust,
                Advisers Managers Trust and NBMI. (To be filed in Post-Effective
                Amendment.)
    

   
        (8)(j)  Form of Participation Agreement by and between ReliaStar Life
                Insurance Company and Janus Aspen Series. (To be filed in
                Post-Effective Amendment.)
    

   
        (8)(k)  Form of Participation Agreement by and between ReliaStar Life
                Insurance Company and Fred Alger Management, Inc., (To be filed
                in Post-Effective Amendment.)
    

   
        (8)(l)  Form of Participation Agreement by and between ReliaStar Life
                Insurance Company and OpCap Advisors. (To be filed in
                Post-Effective Amendment.)
    

        (9)     Not applicable.

        (10)    Policy Application Form. (Filed as part of Select*Life Variable
                Account S-6EL24 on 12-23-96, Accession Number
                0000897899-96-000017, CIK 0000897899 and incorporated herein by
                reference.)

    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. Auditors' Consent.

        EX-99.C2. Not applicable.

        EX-99.C3. Not applicable.

        EX-99.C4. See EX-99.2.

        EX-99.C5. Not applicable.

<PAGE>

       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 and incorporated herein 
                  by reference.) 

       EX-27.     Financial Data Schedule as of December 31, 1996. (Filed as an
                  Exhibit in Select*Life Variable Account 485BPOS on April 14,
                  1997, Accession Number 0000912057-97-012813, CIK 0000897899
                  and incorporated herein by reference.) (Financial Data
                  Schedule as of March 31, 1997 to be filed in Post-Effective
                  Amendment.)

- ---------------------------
* Previously Filed 


<PAGE>

                               INDEX TO EXHIBITS


1. EX-99.2     Opinion and Consent of Robert B. Saginaw as to the legality of 
               the securities being registered.

2. EX-99.C1    Consent of Deloitte & Touche LLP, Independent Auditors Consent.

3. EX-99.C6    Opinion of Craig A. Krogstad, Actuarial Opinion and Consent.




[ReliaStar Life Insurance Company Letterhead]

                                                                         EX-99.2

July 25, 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. 33-57244 (the
"Registration Statement") and I have examined such other documents and have
reviewed such matters as I deemed necessary for this opinion, and I advise you
that in my opinion:

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



                                                                   Exhibit 99.C1


INDEPENDENT AUDITORS' CONSENT

Board of Directors and Contract Holders
Select*Life Variable Account

We consent to the use in this Post-Effective Amendment No. 7 to Registration
Statement on Form S-6 (File No. 33-57244) of Select*Life Variable Account filed
under the Securities Act of 1933 of our report dated February 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
July 23, 1997



                                                                   Exhibit 99.C6

                          [RELIASTAR LIFE LETTERHEAD]

July 25, 1997

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

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 is
described in the Prospectus constituting a part of the Registration Statement
Form S-6, as amended through and including Post-Effective Amendment No. 7
thereto, File No. 33-57244.

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

In my opinion:

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

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

Sincerely,


/s/ CRAIG A. KROGSTAD

Craig A. Krogstad, FSA, MAAA
Actuary



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission