SELECT LIFE VARIABLE ACCOUNT
S-6EL24/A, 1997-03-31
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<PAGE>

   
       As filed with the Securities and Exchange Commission on March 28, 1997
                                                  Registration No. 333-18517
    
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
   
                                    PRE-EFFECTIVE
                                  AMENDMENT NO. 1 TO
                                       FORM S-6
    
                      FOR REGISTRATION UNDER THE SECURITIES ACT
                      OF 1933 OF SECURITIES OF UNIT INVESTMENT 
                           TRUSTS REGISTERED ON FORM N-8B-2

                             SELECT*LIFE VARIABLE ACCOUNT
                              (Exact Name of Registrant)

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

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

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

                                       Copy to:

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

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

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

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

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

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

<PAGE>

                             SELECT*LIFE VARIABLE ACCOUNT

                                CROSS REFERENCE SHEET
                            (Reconciliation and Tie Sheet)


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

      1                                 Cover Page

      2                                 Cover Page

      3                                 Not Applicable

      4                                 Distribution of the Policies

      5                                 ReliaStar Life Insurance Company and the
                                        Variable Account

      6                                 The Variable Account

      7                                 Not Applicable

      8                                 Not Applicable

      9                                 Not Applicable

     10                                 Summary; Death Benefit; Payment and
                                        Allocation of Premiums; Death Benefit 
                                        Guarantee; Accumulation Value; Policy 
                                        Lapse and Reinstatement; Surrender 
                                        Benefits; Investments of the Variable 
                                        Account; Transfers; Policy Loans; Free 
                                        Look and Conversion Rights; Voting  
                                        Rights; General Provisions; Appendix A; 
                                        Appendix B

     11                                 Deductions and Charges; Investments of
                                        the Variable Account

     12                                 Investments of the Variable Account

     13                                 Deductions and Charges

     14                                 The Policies; Definitions; Distribution
                                        of the Policies

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

     16                                 Payment and Allocation of Premiums;
                                        Surrender Benefits; Investments of the
                                        Variable Account

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

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

<PAGE>

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

     19                                 Voting Rights; General Provisions

     20                                 Not Applicable

     21                                 Policy Loans

     22                                 Not Applicable

     23                                 Bonding Arrangements

     24                                 Definitions; General Provisions

     25                                 ReliaStar Life Insurance Company

     26                                 Not Applicable

     27                                 ReliaStar Life Insurance Company; Other
                                        Contracts Issued by Us

     28                                 Management

     29                                 ReliaStar Life Insurance Company

     30                                 Not Applicable

     31                                 Not Applicable

     32                                 Not Applicable

     33                                 Not Applicable

     34                                 Not Applicable

     35                                 Not Applicable

     36                                 Not Applicable

     37                                 Not Applicable

     38                                 Distribution of the Policies

     39                                 Distribution of the Policies

     40                                 Distribution of the Policies

     41                                 Distribution of the Policies

     42                                 Not Applicable

     43                                 Not Applicable

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

     45                                 Not Applicable

     46                                 Investments of the Variable Account;
                                        Deductions and Charges

<PAGE>

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

     47                                 Investments of the Variable Account

     48                                 ReliaStar Life Insurance Company; State
                                        Regulation

     49                                 Not Applicable

     50                                 The Variable Account

     51                                 Cover Page; The Policies; Death Benefit;
                                        Payment and Allocation of Premiums;
                                        Deductions and Charges; Policy Lapse and
                                        Reinstatement; General Provisions; Free
                                        Look and Conversion Rights

     52                                 Investments of the Variable Account

     53                                 Federal Tax Matters

     54                                 Not Applicable

     55                                 Not Applicable

     56                                 Not Applicable

     57                                 Not Applicable

     58                                 Not Applicable

     59                                 Not Applicable

<PAGE>



SURVIVORSHIP LIFE

APRIL 30, 1997 PROSPECTUS



SURVIVORSHIP FLEXIBLE PREMIUM

VARIABLE LIFE INSURANCE POLICY





                                          RELIASTAR (LOGO)
                                          ReliaStar Life


<PAGE>
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                        -------------------------------
 
                     SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE
                            LIFE INSURANCE POLICIES
                                   ISSUED BY
                          SELECT*LIFE VARIABLE ACCOUNT
                                       OF
                        RELIASTAR LIFE INSURANCE COMPANY
 
    This Prospectus describes a survivorship flexible premium variable life
insurance policy (the "Policy") offered by ReliaStar Life Insurance Company
("we", "us", "our" or the "Company"). This Policy is designed to provide
lifetime insurance protection, provided the Policy's Cash Surrender Value (that
is, the amount that would be paid to you upon surrender of the Policy) is
sufficient to pay certain monthly charges imposed under the Policy (including
the cost of insurance and certain administrative charges). It also is designed
to provide maximum flexibility in connection with premium payments and death
benefits by giving the Policy owner ("you", "your") the opportunity to allocate
net premiums among investment alternatives with different investment objectives.
A Policy owner may, subject to certain restrictions, including limitations on
premium payments, vary the frequency and amount of premium payments and increase
or decrease the level of death benefits payable under the Policy. This
flexibility allows a Policy owner to provide for changing insurance needs under
a single insurance contract.
 
   
    The Policy provides for a Death Benefit payable at the Surviving Joint
Insured's death. As long as the Policy remains in force, the Death Benefit up to
age 100 of the younger Joint Insured will never be less than the current Face
Amount less any Policy loans and unpaid charges. After age 100 of the younger
Joint Insured the Death Benefit is equal to the Accumulation Value. The Minimum
Face Amount of the Policy is currently $250,000. The Face Amount may be
increased, subject to certain limitations, provided that the increase is not
less than $5,000. Generally, the Policy will remain in force as long as the
Policy's Cash Surrender Value (that is, the amount that would be paid to you
upon surrender of the Policy) is sufficient to pay certain monthly charges
imposed in connection with the Policy (including the cost of insurance and
certain administrative charges). In addition, the Policy will remain in force
until the Average Age of the Joint Insureds reaches age 65 (or five Policy
Years, if longer), without regard to the Cash Surrender Value, if on each
Monthly Anniversary the total premiums paid on the Policy, less any partial
withdrawals and Policy loans, equals or exceeds the total required Minimum
Monthly Premium payments specified in your Policy (which is a feature of the
Policy called the "Death Benefit Guarantee").
    
 
   
    Net premiums paid under the Policy are allocated, according to your
instructions, either to the Select*Life Variable Account (the "Variable
Account"), which is one of our separate accounts or to our General Account (the
"Fixed Account"). Any amounts allocated to the Variable Account will be
allocated to one or more Sub-Accounts of the Variable Account. The assets of
each Sub-Account will be invested solely in the shares of one of the five
portfolios of the Variable Insurance Products Fund ("VIP"), in one of the four
portfolios of the Variable Insurance Products Fund II ("VIP II"), in one of the
two funds available through the Northstar Variable Trust or in one of the six
funds available through Putnam Variable Trust (the "Funds"). The accompanying
prospectus for each of the Funds describes the investment objectives and
attendant risks of each of the Funds and portfolios.
    
 
                            (Continued on next page)
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE. A
CURRENT PROSPECTUS FOR EACH OF THE FUNDS MUST ACCOMPANY THIS PROSPECTUS AND
SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS.
 
   
THE DATE OF THIS PROSPECTUS IS APRIL XX, 1997.
    
 
46203
<PAGE>
    If net premiums are allocated to the Variable Account, the amount of the
Policy's Death Benefit may, and the Policy's Accumulation Value (that is, the
total amount that a Policy provides for investment at any time) will, reflect
the investment performance of the Sub-Accounts of the Variable Account that you
select. You bear the entire investment risk for any amounts allocated to the
Variable Account; no minimum Accumulation Value in the Variable Account is
guaranteed. Regardless of how net premiums are allocated, the Policy's Death
Benefit may, and the Policy's Accumulation Value will, also depend upon the
frequency and amount of premiums paid, any partial withdrawals, loans, and the
charges and deductions assessed in connection with the Policy.
 
    The Policy provides for two types of "free look" periods, one after the
issuance of the Policy and the other after any requested increase in the Face
Amount. See "Free Look and Conversion Rights -- Free Look Rights".
 
    THE CHARGES IMPOSED UPON EARLY SURRENDER OR LAPSE WILL BE SIGNIFICANT. FOR
EXAMPLE, IF YOU MAKE PREMIUM PAYMENTS NO GREATER THAN THE MINIMUM MONTHLY
PREMIUM PAYMENTS SPECIFIED IN YOUR POLICY, YOU CAN EXPECT THAT DURING AT LEAST
THE EARLY POLICY YEARS, ALL OR SUBSTANTIALLY ALL OF YOUR PREMIUM PAYMENTS WILL
BE REQUIRED TO PAY THE SURRENDER CHARGE AND OTHER CHARGES ASSOCIATED WITH THE
POLICY. AS A RESULT, YOU SHOULD PURCHASE A POLICY ONLY IF YOU HAVE THE FINANCIAL
CAPABILITY TO KEEP IT IN FORCE FOR A SUBSTANTIAL PERIOD. ALSO, CHARGES IMPOSED
UPON SURRENDER OR THE LAPSE OF THE POLICY WILL USUALLY EXCEED THE ACCUMULATION
VALUE OF THE POLICY DURING THE EARLY POLICY YEARS, WHICH MEANS THAT PAYMENTS
SUFFICIENT TO MAINTAIN THE DEATH BENEFIT GUARANTEE WILL BE REQUIRED TO AVOID
LAPSE DURING THIS PERIOD OF TIME. THESE SAME CONSIDERATIONS APPLY AFTER A
REQUESTED INCREASE IN FACE AMOUNT, WHICH CREATES THE POSSIBILITY OF ADDITIONAL
CHARGES UPON SURRENDER OR LAPSE OF THE POLICY. SEE "PAYMENT AND ALLOCATION OF
PREMIUMS -- AMOUNT AND TIMING OF PREMIUMS", "DEATH BENEFIT GUARANTEE", AND
"DEDUCTIONS AND CHARGES -- SURRENDER CHARGE".
 
    REPLACING EXISTING INSURANCE WITH A POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE. IN ADDITION, IT MAY NOT BE TO YOUR ADVANTAGE TO
PURCHASE THIS POLICY TO OBTAIN ADDITIONAL INSURANCE PROTECTION IF YOU ALREADY
OWN ANOTHER SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
 
    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OR SOLICITATION IN ANY
JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE. NO
PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING FUND PROSPECTUSES AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
 
    THIS ENTIRE PROSPECTUS SHOULD BE READ TO COMPLETELY UNDERSTAND THE POLICY
BEING OFFERED.
 
    THE PRIMARY PURPOSE OF THE POLICY IS TO PROVIDE INSURANCE PROTECTION FOR THE
BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY
SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.
 
                                       2
<PAGE>
 
   
<TABLE>
<S>                                                                        <C>
DEFINITIONS...............................................................6
PART 1. SUMMARY
How does the Policy compare to traditional life insurance?................9
What is the Death Benefit?................................................9
What flexibility do you have to adjust the amount of the Death Benefit?...9
What is the Death Benefit Guarantee?......................................9
If the Death Benefit Guarantee is not in effect, what will cause the Policy
 to lapse?...............................................................10
What is the Fixed Account?...............................................10
What is the Variable Account?............................................10
What are the minimum and maximum premium payments allowed?...............10
How are premiums allocated to the investment options?....................10
Who are the investment advisers of the Funds?............................10
What are the charges against the Variable Account?.......................10
What are the investment advisory fees and other fund expenses?...........11
What charges do we make against each premium payment?....................11
What charges do we make against the Accumulation Value?..................12
What charges do we make upon lapse or total surrender of the Policy?.....12
What is the value of the Policy if you surrender it?.....................12
Can you make partial withdrawals?........................................12
What are the free look and conversion rights?............................12
Can you transfer between the Sub-Accounts and/or the Fixed Account?......13
Can you borrow against the value of the Policy?..........................13
Are Death Benefit proceeds taxable income to the beneficiary?............13
Are Accumulation Value increases included in your taxable income?........13
Will exercising certain Policy rights have tax consequences?.............13
Who sells the Policies?..................................................13
PART 2. DETAILED INFORMATION
ReliaStar Life Insurance Company.........................................13
The Variable Account.....................................................13
Performance Information..................................................14
The Policies.............................................................15
Death Benefit............................................................15
  Death Benefit Options..................................................15
  Which Death Benefit Option to Choose...................................18
  Requested Changes in Face Amount.......................................18
  Insurance Protection...................................................19
  Change in Death Benefit Option.........................................20
Payment and Allocation of Premiums.......................................20
  Issuing the Policy.....................................................20
  Allocation of Premiums.................................................21
  Amount and Timing of Premiums..........................................22
  Planned Periodic Premiums..............................................22
  Unscheduled Additional Premiums........................................23
  Paying Premiums by Mail................................................23
Death Benefit Guarantee..................................................23
Accumulation Value.......................................................24
Deductions and Charges...................................................24
  Premium Expense Charge.................................................24
  Monthly Deduction......................................................25
  Surrender Charge.......................................................26
  Partial Withdrawal and Transfer Charges................................27
  Reduction of Charges...................................................27
Policy Lapse and Reinstatement...........................................27
Surrender Benefits.......................................................27
  Total Surrender........................................................27
  Partial Withdrawal.....................................................28
Transfers................................................................28
</TABLE>
    
 
                                       3
<PAGE>
   
<TABLE>
<S>                                                                        <C>
Policy Loans.............................................................30
Free Look and Conversion Rights..........................................32
  Free Look Rights.......................................................32
  Conversion Rights......................................................33
Investments of the Variable Account......................................33
  Fidelity's Variable Insurance Products Fund (VIP):.....................34
  Fidelity's Variable Insurance Products Fund II (VIP II):...............34
  Northstar Variable Trust (Northstar):..................................34
  Putnam Variable Trust..................................................35
  Addition, Deletion, or Substitution of Investments.....................35
Voting Rights............................................................36
General Provisions.......................................................36
  Benefits After Age 100.................................................36
  Ownership..............................................................36
  Proceeds...............................................................37
  Beneficiary............................................................37
  Postponement of Payments...............................................37
  Settlement Options.....................................................37
  Incontestability.......................................................38
  Misstatement of Age and Sex............................................38
  Suicide................................................................38
  Termination............................................................39
  Amendment..............................................................39
  Reports................................................................39
  Dividends..............................................................39
  Collateral Assignment..................................................39
  Optional Insurance Benefits............................................39
Federal Tax Matters......................................................40
  Policy Proceeds........................................................40
  Taxation of Distributions..............................................41
  Taxation of Policies Held by Pension and Certain Deferred Compensation
   Plans.................................................................42
  Taxation of ReliaStar Life Insurance Company...........................42
  Other Considerations...................................................42
  Distribution of the Policies...........................................43
Management...............................................................43
  Directors..............................................................43
  Executive Officers.....................................................45
State Regulation.........................................................45
Montana Residents........................................................45
Legal Proceedings........................................................45
Bonding Arrangements.....................................................45
Legal Matters............................................................45
Experts..................................................................45
Registration Statement Contains Further Information......................46
Financial Statements.....................................................46
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 Surrender Charges Per $1,000 of
            Face Amount.................................................D-1
Fund Prospectuses
  Fidelity's Variable Insurance Products Fund (VIP):..................VIP-1
    Money Market Portfolio............................................VIP-1
    High Income Portfolio.............................................VIP-1
    Equity-Income Portfolio...........................................VIP-1
    Growth Portfolio..................................................VIP-1
    Overseas Portfolio................................................VIP-1
</TABLE>
    
 
                                       4
<PAGE>
   
<TABLE>
<S>                                                                        <C>
  Fidelity's Variable Insurance Products Fund II (VIP II):..........VIPII-1
    Investment Grade Bond Portfolio.................................VIPII-1
    Asset Manager Portfolio.........................................VIPII-1
    Index 500 Portfolio.............................................VIPII-1
    Contrafund Portfolio............................................VIPII-1
  Northstar Variable Trust (Northstar):
    Northstar Income and Growth Fund............................Northstar-1
    Northstar Multi-Sector Bond Fund............................Northstar-1
  Putnam Variable Trust:........................................Putnam VT-1
    Putnam VT Asia Pacific Growth Fund..........................Putnam VT-1
    Putnam VT Diversified Income Fund...........................Putnam VT-1
    Putnam VT Growth and Income Fund............................Putnam VT-1
    Putnam VT New Opportunities Fund............................Putnam VT-1
    Putnam VT Utilities Growth and Income Fund..................Putnam VT-1
    Putnam VT Voyager Fund......................................Putnam VT-1
</TABLE>
    
 
                                       5
<PAGE>
DEFINITIONS
 
   
ACCUMULATION VALUE. The total value attributable to a specific Policy, which
equals the sum of the Variable Accumulation Value (the total of the values in
   each Sub-Account of the Variable Account) and the Fixed Accumulation Value
   (the value in the Fixed Account). See "Accumulation Value" at page 24 and
   Appendix B.
    
 
AVERAGE AGE. The sum of the ages of the Joint Insureds divided by two rounded to
the higher age.
 
CASH SURRENDER VALUE. The Accumulation Value less any Surrender Charge, Loan
Amount and unpaid Monthly Deductions.
 
CASH VALUE. The Accumulation Value less any Surrender Charge.
 
CODE. Internal Revenue Code of 1986, as amended.
 
   
DEATH BENEFIT. The amount determined under the applicable Death Benefit Option
(the Level Amount Option or the Variable Amount Option). The proceeds payable to
   the beneficiary of the Policy upon the death of the Surviving Joint Insured
   under either Death Benefit Option will be reduced by any Loan Amount and any
   unpaid Monthly Deductions. See "Death Benefit" at page 15.
    
 
   
DEATH BENEFIT GUARANTEE. A feature of the Policy guaranteeing that the Policy
will not lapse before the Average Age of the Joint Insureds reaches age 65 (or
   five Policy Years, if longer) if, on each Monthly Anniversary, the total
   premiums paid on the Policy, less any partial withdrawals and any Loan
   Amount, equals or exceeds the total required Minimum Monthly Premium payments
   specified in your Policy, including the Minimum Monthly Premium for the
   current Monthly Anniversary. See "Death Benefit Guarantee" at page 23.
    
 
   
DEATH BENEFIT OPTION. Either of two death benefit options available under the
Policy (the Level Amount Option and the Variable Amount Option). See "Death
   Benefit -- Death Benefit Options" at page 15.
    
 
   
FACE AMOUNT. The minimum Death Benefit under the Policy to age 100 of the
younger Joint Insured as long as the Policy remains in force. See "Death
   Benefit" at page 15.
    
 
FIXED ACCOUNT. The assets of ReliaStar Life Insurance Company other than those
allocated to the Variable Account or any other separate account. See Appendix A.
 
   
FIXED ACCUMULATION VALUE. The value attributable to a specific Policy to the
extent such amount is attributable to the Fixed Account (our General Account).
   Unlike the Variable Accumulation Value, the Fixed Accumulation Value will not
   reflect the investment performance of the Funds. See "Accumulation Value" at
   page 24 and Appendix B.
    
 
FUNDS. Any open-end management investment company (or portfolio thereof) or unit
investment trust (or series thereof) in which a Sub-Account invests as described
   herein. See "Investments of the Variable Account" at page 33.
 
ISSUE DATE. The date insurance coverage under a Policy begins.
 
JOINT INSUREDS. The persons upon whose lives this Policy is issued.
 
   
LEVEL AMOUNT OPTION. One of two Death Benefit Options available under the
Policy. Under this option, the Death Benefit is the greater of the current Face
   Amount or the Accumulation Value multiplied by the corridor percentage
   according to the younger Joint Insured's attained age. After age 100 the
   Death Benefit is equal to the Accumulation Value. See "Death Benefit -- Death
   Benefit Options" at page 15.
    
 
LOAN AMOUNT. The sum of all unpaid Policy loans including unpaid interest due
thereon. See "Policy Loans" at page 30.
 
MINIMUM FACE AMOUNT. The minimum Face Amount shown in the Policy (currently
$250,000).
 
MINIMUM MONTHLY PREMIUM. A monthly premium amount specified in the Policy and
determined by us at issuance of the Policy. The initial Minimum Monthly Premium
   will depend upon each Joint Insured's sex, age at issue, Rate Class, optional
   insurance benefits added by rider, and the initial Face Amount. A requested
   increase or decrease in the Face Amount, a change in the Death
 
                                       6
<PAGE>
   
   Benefit Option, or the addition or termination of a Policy rider may change
   the Minimum Monthly Premium. The Minimum Monthly Premium determines the
   payments required to maintain the Death Benefit Guarantee. See "Death Benefit
   Guarantee" at page 23.
    
 
MONTHLY ANNIVERSARY. The same date in each succeeding month as the Policy Date.
Whenever the Monthly Anniversary falls on a date other than a Valuation Date,
   the Monthly Anniversary will be considered to be the next Valuation Date. The
   Monthly Anniversary begins with the Policy Date.
 
   
MONTHLY DEDUCTION. A monthly charge deducted from the Accumulation Value of the
Policy. This charge includes the cost of insurance, the Monthly Administrative
   Charge, the Monthly Mortality and Expense Risk Charge, the Monthly Guarantee
   Death Benefit Charge, and any charges for optional insurance benefits. See
   "Deductions and Charges -- Monthly Deduction" at page 25.
    
 
   
MONTHLY ADMINISTRATIVE CHARGE. A monthly charge to reimburse us for expenses
incurred in administering the Policy. This charge is part of the Monthly
   Deduction. The amount of this charge is currently $8.25 per month and is
   guaranteed not to exceed $12.00 per month. See "Deductions and Charges --
   Monthly Deduction" at page 25.
    
 
   
MONTHLY GUARANTEE DEATH BENEFIT CHARGE. A monthly charge to compensate us for
the risk we assume in providing the Death Benefit Guarantee. This charge is
   deducted for each Policy Month the Death Benefit Guarantee is in effect and
   is part of the Monthly Deduction. The amount of this charge is $.03 per
   $1,000 of Face Amount. See "Death Benefit Guarantee" at page 23 and
   "Deductions and Charges -- Monthly Deduction" at page 25.
    
 
   
MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for
certain mortality and expense risks we assume under the Policy. The Mortality
   and Expense Risk Charge will be an annual rate of .90 of 1% (.90%) of the
   Variable Accumulation Value of the Policy during the first 10 Policy Years.
   During each Policy Year thereafter, it is anticipated that the charge will be
   an annual rate of .25 of 1% (.25%) guaranteed not to exceed .90 of 1% (.90%)
   for the duration of the Policy. See "Deductions and Charges -- Monthly
   Mortality and Expense Risk Charge" at page 25.
    
 
NET PREMIUM. The gross premium less a Premium Expense Charge deducted from each
premium.
 
NORTHSTAR. Northstar Variable Trust
   Northstar Income and Growth Fund
   Northstar Multi-Sector Bond Fund
 
   
PUTNAM VARIABLE TRUST
    
   
   Putnam VT Asia Pacific Growth Fund
    
   
   Putnam VT Diversified Income Fund
    
   
   Putnam VT Growth and Income Fund
    
   
   Putnam VT New Opportunities Fund
    
   
   Putnam VT Utilities Growth and Income Fund
    
   
   Putnam VT Voyager Fund
    
 
   
PLANNED PERIODIC PREMIUM. The scheduled premium selected by you of a level
amount at a fixed interval. The initial Planned Periodic Premium you select will
   be shown in the Policy. See "Payment and Allocation of Premiums -- Planned
   Periodic Premiums" at page 22.
    
 
POLICY, POLICIES. The survivorship flexible premium variable life insurance
Policy offered by us and described in this Prospectus.
 
POLICY ANNIVERSARY. The same date in each succeeding year as the Policy Date.
Whenever the Policy Anniversary falls on a date other than a Valuation Date, the
   Policy Anniversary will be considered to be the next Valuation Date.
 
POLICY DATE. The Policy Date is used in determining Policy Years, Policy Months,
Monthly Anniversaries, and Policy Anniversaries. The Policy Date will be shown
   in the Policy.
 
POLICY MONTH. A month beginning on the Monthly Anniversary.
 
POLICY YEAR. A year beginning on the Policy Anniversary.
 
   
PREMIUM EXPENSE CHARGE. An amount deducted from each premium payment. The
Premium Expense Charge is guaranteed not to exceed 6.25% of each premium
   payment. The Premium Expense
    
 
                                       7
<PAGE>
   
   Charge is currently 6.25% of each premium payment in Policy Years 1-10 and
   3.75% of each premium after the tenth Policy Year. See "Deductions and
   Charges -- Premium Expense Charge" at page 24.
    
 
RATE CLASS. A group of Insureds we determine based on our expectation that they
will have similar mortality experience.
 
SEC. Securities and Exchange Commission.
 
SIGNATURE GUARANTEE. A guarantee of your signature by a member firm of the New
York, American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or by
   a commercial bank (not a savings bank) which is a member of the Federal
   Deposit Insurance Corporation, or, in certain cases, by a member firm of the
   National Association of Securities Dealers, Inc. that has entered into an
   appropriate agreement with us.
 
SUB-ACCOUNT. A sub-division of the Variable Account. Each Sub-Account invests
exclusively in the shares of a specified Fund.
 
   
SURRENDER CHARGE. A charge imposed upon total surrender or lapse of the Policy
during the first 15 Policy Years and the first 15 years following any requested
   increase in Face Amount. See "Deductions and Charges -- Surrender Charge" at
   page 26.
    
 
SURVIVING JOINT INSURED. The Joint Insured who remains alive after the other
Joint Insured has died.
 
UNIT VALUE. The unit measure by which the value of the Policy's interest in each
Sub-Account is determined. See Appendix B.
 
   
VALUATION DATE. Each day on which the New York Stock Exchange is open for
business except for a day that a Sub-Account's corresponding Fund does not value
   its shares. The New York Stock Exchange is currently closed on weekends and
   on the following holidays: New Year's Day; Presidents' Day; Good Friday;
   Memorial Day; July Fourth; Labor Day; Thanksgiving Day; and Christmas Day.
    
 
VALUATION PERIOD. The period between two successive Valuation Dates, commencing
at the close of business of a Valuation Date and ending at the close of business
   of the next Valuation Date. See Appendix B.
 
   
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 13.
    
 
   
VARIABLE ACCUMULATION VALUE. The value attributable to a specific Policy to the
extent such amount is attributable to the Variable Account. See "Accumulation
   Value" at page 24 and Appendix B.
    
 
   
VARIABLE AMOUNT OPTION. One of two Death Benefit Options available under the
Policy. Under this option, the Death Benefit is the greater of the Face Amount
   plus the Accumulation Value of the Policy, or the Accumulation Value
   multiplied by the corridor percentage on the Valuation Date on or next
   following the date of the younger Joint Insured's death. After age 100 the
   Death Benefit is equal to the Accumulation Value. See "Death Benefit -- Death
   Benefit Options" at page 15.
    
 
   
VIP. Variable Insurance Products Fund
    
   Money Market Portfolio
   High Income Portfolio
   Equity-Income Portfolio
   Growth Portfolio
   Overseas Portfolio
 
   
VIP II. Variable Insurance Products Fund II
    
   Investment Grade Bond Portfolio
   Asset Manager Portfolio
   Index 500 Portfolio
   Contrafund Portfolio
 
WE, US, OUR. ReliaStar Life Insurance Company.
 
YOU, YOUR. The Policy owner(s) as designated in the application for the Policy
or as subsequently changed. If a Policy has been absolutely assigned, the
   assignee is the Policy owner. A collateral assignee is not the Policy owner.
 
                                       8
<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 Average Age of the Joint Insureds
      reaches age 65 (or five Policy Years, if longer).
 
    - You can surrender the Policy while the Surviving Joint 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 Accumulation Value multiplied by the
corridor percentage according to the younger Joint Insured's attained age. The
Death Benefit under the Variable Amount Option is equal to the greater of the
Face Amount plus the Accumulation Value, or the Accumulation Value multiplied by
the corridor percentage according to the younger Joint Insured's attained age.
See "Death Benefit".
 
    The proceeds payable upon the death of the Surviving Joint Insured under
either Death Benefit Option will be reduced by any Loan Amount and any unpaid
Monthly Deductions.
 
    The Death Benefit up to age 100 of the younger Joint Insured will never be
less than the Face Amount as long as the Policy is in force and there is no Loan
Amount or unpaid Monthly Deductions. After age 100 the Death Benefit is the
Accumulation Value.
 
WHAT FLEXIBILITY DO YOU HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?
    After the second Policy Year, you have flexibility to adjust the Death
Benefit by increasing or decreasing the Face Amount. You cannot decrease the
Face Amount below the Minimum Face Amount shown in the Policy. Any increase in
the Face Amount must be at least $5,000 and may require additional evidence of
insurability satisfactory to us and will result in additional charges. See
"Death Benefit -- Requested Changes in Face Amount".
 
    Generally, you may also change the Death Benefit Option at any time after
the second Policy Year. See "Death Benefit -- Change in Death Benefit Option".
 
    For a discussion of available techniques to adjust the amount of insurance
protection to satisfy changing insurance needs. See "Death Benefit -- Insurance
Protection".
 
WHAT IS THE DEATH BENEFIT GUARANTEE?
    Until the Average Age of the Joint Insureds reaches age 65 (or five Policy
Years, if longer), if you meet the requirements for the Death Benefit Guarantee
we will not lapse your Policy, even if the Cash Surrender Value is not
sufficient to cover the Monthly Deduction that is due. See "Death Benefit
Guarantee".
 
                                       9
<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 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
corresponding to that Sub-Account. The Variable Accumulation Value of the Policy
will vary with, among other things, the investment performance of the Funds to
which Policy premiums are allocated and the charges deducted from the Variable
Accumulation Value. See "Accumulation Value".
 
WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED?
    With certain restrictions, you can choose when you pay premiums and how much
each payment will be. In most cases, however, payment of cumulative premiums
sufficient to maintain the Death Benefit Guarantee will be required to keep the
Policy in force during at least the first several Policy Years. See "Death
Benefit Guarantee". We may choose not to accept a payment of less than $25.00.
We do, however, reserve the right to limit the amount of any payment and certain
maximum limits apply. We will return to you any premium paid to the extent that
total premiums paid, both scheduled and unscheduled, would exceed the current
maximum premium payments allowed for life insurance under Federal tax law. See
"Payment and Allocation of Premiums -- Amount and Timing of Premiums".
 
HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS?
    You choose the premium allocation on the application. You can allocate
premiums to the Fixed Account and/or one or more Sub-Accounts of the Variable
Account. If you do not choose a premium allocation on the application, the
premiums are allocated to the Money Market Portfolio until you change it. The
initial allocation remains in effect for any future premium payments until you
change it. See "Payment and Allocation of Premiums -- Allocation of Premiums".
 
WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?
   
    Fidelity Management & Research Company is the investment adviser of VIP's
five portfolios and of VIP II's four portfolios.
    
 
    Northstar Investment Management Corporation, an affiliate of ours, is the
investment adviser of Northstar's two funds.
 
   
    Putnam Investment Management, Inc. ("Putnam Management") is the investment
adviser of Putnam Variable Trust's six funds.
    
 
   
    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.
    
 
                                       10
<PAGE>
   
WHAT ARE THE INVESTMENT ADVISORY FEES AND OTHER FUND EXPENSES?
    
   
    Because the Variable Account purchases shares of the Funds, the net asset
value of the investments of the Variable Account will reflect the investment
advisory fees and other expenses incurred by the Funds. Set forth below is
information provided by each Fund on its total 1996 annual expenses as a
percentage of the Fund's average net assets. For more information concerning
these expenses, see the prospectuses for the Funds that accompany this
Prospectus.
    
 
   
<TABLE>
<CAPTION>
                                                       TOTAL INVESTMENT
                                 MANAGEMENT   OTHER      FUND ANNUAL
                                    FEES     EXPENSES      EXPENSES
                                 ----------  --------  ----------------
 <S>                             <C>         <C>       <C>
 VIP Money Market Portfolio....      0.21%     0.09%           0.30%
 VIP High Income Portfolio
  (a)..........................      0.59%     0.12%           0.71%
 VIP Equity-Income Portfolio
  (a)..........................      0.51%     0.07%           0.58%
 VIP Growth Portfolio (a)......      0.61%     0.08%           0.69%
 VIP Overseas Portfolio (a)....      0.76%     0.17%           0.93%
 VIP II Asset Manager Portfolio
  (a)..........................      0.64%     0.10%           0.74%
 VIP II Investment Grade Bond
  Portfolio....................      0.45%     0.13%           0.58%
 VIP II Index 500 Portfolio
  (b)..........................      0.13%     0.15%           0.28%
 VIP II Contrafund Portfolio
  (a)..........................      0.61%     0.13%           0.74%
 
 Northstar Income and Growth
  Fund (c).....................      0.75%     0.05%           0.80%
 Northstar Multi-Sector Bond
  Fund (c).....................      0.75%     0.05%           0.80%
 
 Putnam VT Asia Pacific Growth
  Fund.........................      0.80%     0.43%           1.23%
 Putnam VT Diversified Income
  Fund.........................      0.70%     0.13%           0.83%
 Putnam VT Growth and Income
  Fund.........................      0.49%     0.05%           0.54%
 Putnam VT New Opportunities
  Fund.........................      0.63%     0.09%           0.72%
 Putnam VT Utilities Growth and
  Income Fund (d)..............      0.69%     0.09%           0.78%
 Putnam VT Voyager Fund........      0.57%     0.06%           0.63%
</TABLE>
    
 
   
(a) A portion of the brokerage commissions that certain funds pay was used to
    reduce funds expenses. In addition, certain funds have entered into
    arrangements with their custodian and transfer agent whereby interest earned
    on uninvested cash balances was used to reduce custodian and transfer agent
    expenses. Including these reductions, the total operating expenses presented
    in the table would have been .56% for Equity Income Portfolio, .67% for
    Growth Portfolio, .92% for Overseas Portfolio, .73% for Asset Manager
    Portfolio, and .71% for Contrafund Portfolio.
    
 
   
(b) FMR agreed to reimburse a portion of Index 500 Portfolio's expenses during
    the period. Without this reimbursement, the funds' management fee, other
    expenses and total expenses would have been .28%, .15%, and .43%
    respectively.
    
 
   
(c) The investment adviser to the Northstar Variable Trust has agreed to
    reimburse the two Northstar Funds for any expenses in excess of 0.80% of
    each Fund's average daily net assets. In the absence of the investment
    adviser's expense reimbursements, the actual expenses that would have been
    paid by each Fund during its fiscal year ended December 31, 1996 would have
    been 1.40% for Income and Growth Fund and 1.68% for Multi-Sector Bond Fund.
    
 
   
(d) On July 11, 1996, shareholders approved an increase in the fees payable to
    Putnam Investment Management, Inc. ("Putnam Management") under the
    Management Contract for Putnam VT Utilities Growth and Income Fund. The
    management fees and total expenses shown in the table have been restated to
    reflect the increase. Actual management fees and total expenses were 0.64%
    and 0.73%, respectively.
    
 
WHAT CHARGES DO WE MAKE AGAINST EACH PREMIUM PAYMENT?
   
    We deduct an amount (the Premium Expense Charge) from each premium and
credit the remaining premium (the Net Premium) to the Fixed Account or to the
Variable Account in accordance with your instructions. The Premium Expense
Charge is guaranteed not to exceed 6.25% of each premium payment. The Premium
Expense Charge is currently 6.25% of each premium payment in Policy Years 1-10
and 3.75% of each premium after the tenth Policy Year. See "Deductions and
Charges -- Premium Expense Charge".
    
 
                                       11
<PAGE>
WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE?
    The Accumulation Value of the Policy is subject to several charges -- the
Monthly Deduction and transfer and partial withdrawal charges.
 
    The Monthly Deduction will be deducted monthly from both the Fixed
Accumulation Value and the Variable Accumulation Value and includes the cost of
insurance, the Monthly Administrative Charge, the Monthly Mortality and Expense
Risk Charge, the Monthly Guarantee Death Benefit Charge, and charges for
optional insurance benefits. The cost of insurance will be determined by
multiplying the applicable cost of insurance rate(s) by the net amount at risk.
The Monthly Administrative Charge is currently $8.25 per month and is guaranteed
not to exceed $12.00 per month. The Monthly Mortality and Expense Risk Charge
will be equal to one-twelfth of .90 of 1% (.90%) of the Variable Accumulation
Value (that is, the total value attributable to a specific Policy in the Sub-
Accounts of the Variable Account) of the Policy during the first 10 Policy
Years. Beginning on Policy Year 11 and each year thereafter, it is currently
anticipated that this monthly charge will be one-twelfth of .25 of 1% (.25%) but
in no event will it exceed .90 of 1% (.90) for the duration of the Policy. The
charges for optional insurance benefits will vary depending upon the benefit(s)
selected. See "Deductions and Charges -- Monthly Deduction".
 
    There is currently no charge imposed for each transfer but we presently
charge $10.00 for each partial withdrawal. The charge for transfers and partial
withdrawals is guaranteed not to exceed $25.00 per transfer or partial
withdrawal. See "Deductions and Charges -- Partial Withdrawal and Transfer
Charges".
 
WHAT CHARGES DO WE MAKE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY?
    During the first 15 years the Policy is in force and the first 15 years
following a requested increase in the Face Amount, there is a charge if the
Policy lapses or you surrender the Policy (the Surrender Charge). See
"Deductions and Charges -- Surrender Charge" and Appendix D.
 
   
    The Surrender Charge on the initial Face Amount will depend upon the initial
Face Amount and each Joint Insured's age on the Policy Date. The Surrender
Charge on any requested increase in Face Amount will depend upon the Face Amount
of the increase and each Joint Insured's age on the effective date of the
increase. This maximum charge then remains level during 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 Surrender Charge imposed upon early surrender or lapse will be
significant. As a result, you should purchase a Policy only if you have the
financial capability to keep it in force for a substantial period of time.
 
WHAT IS THE VALUE OF THE POLICY IF YOU SURRENDER IT?
    In general, the Cash Surrender Value is the amount you would receive if you
surrender the Policy. To determine the Cash Surrender Value, your Accumulation
Value is reduced by the Surrender Charge, if any, and any Loan Amount and unpaid
Monthly Deductions. See "Surrender Benefits -- Total Surrender".
 
CAN YOU MAKE PARTIAL WITHDRAWALS?
    Yes, you can withdraw part of your Cash Surrender Value. You will not incur
a Surrender Charge, but partial withdrawals are subject to a processing charge.
We currently make a $10.00 charge for each partial withdrawal. The charge is
guaranteed not to exceed $25.00 per partial withdrawal. Only one partial
withdrawal is allowed in any Policy Year. See "Surrender Benefits -- Partial
Withdrawal".
 
WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS?
    You have a limited free look period during which you have a right to return
the Policy and receive a refund of all premiums paid. See "Free Look and
Conversion Rights -- Free Look Rights". The Policy must be returned to us by
midnight of the 10th day after you receive it.
 
    Also, the Policy may in effect be converted in whole or in part to a "fixed
benefit" policy (providing benefits that do not vary with the investment
performance of the Variable Account) at any time during the first two Policy
Years by transferring all or part of the Accumulation Value of the Policy from
the Variable Account to the Fixed Account.
 
   
    Similar free look and conversion rights will be available for requested
increases in the Face Amount.
    
 
                                       12
<PAGE>
CAN YOU TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT?
    Subject to certain restrictions, you can transfer all or part of your
Accumulation Value among the investment options of the Policy. We currently
allow up to twelve transfers per year. Transfers from the Fixed Account are
subject to certain additional restrictions. We reserve the right to limit you to
four transfers per year and to make a charge for each transfer. We currently
make no charge for each transfer. This charge is guaranteed not to exceed $25.00
per transfer. To the extent, however, that you request a transfer from the
Variable Account to the Fixed Account in connection with exercising your
conversion rights under the Policy (see "Free Look and Conversion Rights --
Conversion Rights"), the limit on the number of transfers and the charge will
not apply. See "Transfers".
 
CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?
    At any time after the first Policy Year, you can borrow up to 75% of the
Cash Value of the Policy less any existing Loan Amount. (In Texas, the
percentage is 100% and in Alabama, Maryland and Virginia, the percentage is 90%.
In Indiana you can borrow up to 75% of the Cash Value of the Policy during the
first Policy Year.) Each loan must be at least $500, except in Connecticut it
must be at least $200. Interest is payable in advance for each Policy Year and
accrues daily at an effective annual rate that will not exceed 8.00% (which is
7.40% when payable in advance). After the tenth Policy Year, we will charge
interest at an annual rate of 5.50% (which is 5.21% when payable in advance) on
the portion of your Loan Amount that is not in excess of (a) the Accumulation
Value, less (b) the total of all premiums paid net of all partial withdrawals.
See "Policy Loans".
 
ARE DEATH BENEFIT PROCEEDS TAXABLE INCOME TO THE BENEFICIARY?
    Under current Federal tax law, as long as the Policy qualifies as life
insurance, the Death Benefit under the Policy will be subject to the same
Federal income tax treatment as proceeds of traditional life insurance.
Therefore, the Death Benefit should not be taxable income to the beneficiary.
See "Federal Tax Matters -- Policy Proceeds".
 
ARE ACCUMULATION VALUE INCREASES INCLUDED IN YOUR TAXABLE INCOME?
    Under current Federal tax law, as long as the Policy qualifies as life
insurance, Accumulation Value increases will also be subject to the same Federal
income tax treatment as traditional life insurance cash values. Therefore, any
increases should accumulate on a tax deferred basis. See "Federal Tax Matters --
Policy Proceeds".
 
WILL EXERCISING CERTAIN POLICY RIGHTS HAVE TAX CONSEQUENCES?
    A change of owners, a partial withdrawal, a total surrender, or a Policy
loan may have tax consequences depending on the particular circumstances. See
"Federal Tax Matters -- Policy Proceeds".
 
WHO SELLS THE POLICIES?
    The Policies are sold by licensed insurance agents who are also registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 and who are members of the National Association of Securities Dealers,
Inc. Washington Square Securities, Inc., an affiliate of ours, is the Principal
Underwriter of the Policies. See "Distribution of the Policies".
 
PART 2. DETAILED INFORMATION
 
RELIASTAR LIFE INSURANCE COMPANY
 
   
    We are a stock life insurance company organized in 1885 and incorporated
under the laws of the State of Minnesota. We are a direct, wholly-owned
subsidiary of ReliaStar Financial Corp., a Minneapolis based holding Company
whose subsidiaries specialize in life insurance and related financial services
businesses. We offer individual life insurance and annuities, employee benefits
and retirement contracts. The Policies described in this Prospectus are
nonparticipating. On a consolidated basis, ReliaStar Financial Corp. has $190
billion of life insurance in force and assets of $16.7 billion. Our Home Office
is at 20 Washington Avenue South, Minneapolis, Minnesota 55401 (telephone
612-372-5507).
    
 
THE VARIABLE ACCOUNT
 
    The Variable Account is a Separate Account of ours, established by the Board
of Directors on October 11, 1984 pursuant to the laws of the State of Minnesota.
The Variable Account will receive and invest the Net Premiums paid and allocated
to it under this Policy. In addition, the Variable Account currently receives
and invests net premiums for other classes of flexible premium variable life
insurance policies and may do so for additional classes in the future. The
Variable Account meets the
 
                                       13
<PAGE>
definition of a "separate account" under the federal securities laws and has
been registered with the SEC as a unit investment trust under the Investment
Company Act of 1940. The registration does not involve supervision by the SEC of
the management or investment policies or practices of the Variable Account, us,
or the Funds.
 
    We own the assets of the Variable Account. However, the Minnesota laws under
which the Variable Account was established provide that the Variable Account
cannot be charged with liabilities arising out of any other business we may
conduct. We are required to maintain assets which are at least equal to the
reserves and other liabilities of the Variable Account. We may transfer assets
which exceed these reserves and liabilities to our general account (the Fixed
Account).
 
    For a description of the Fixed Account, see Appendix A to this Prospectus.
 
   
    We may receive compensation from an affiliate or affiliates of certain of
the Funds held in the Sub-Accounts based upon an annual percentage of the
average net assets held in that Sub-Account by us. These amounts are intended to
compensate us for administrative and other services provided by us to the Funds
and/or the affiliate(s). Payment of such amounts by an affiliate or affiliates
of the Funds do not increase the fees paid by the Funds or their shareholders.
    
 
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 PERSONAL FINANCE, and FORTUNE. Lipper and Morningstar are
independent services which monitor and rank the performances of variable life
insurance issuers in each of the major categories of investment objectives on an
industry-wide basis.
 
    Lipper's and Morningstar's rankings include variable annuity issuers as well
as variable life insurance issuers. The performance analysis prepared by Lipper
and Morningstar ranks such issuers on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges, redemption fees
or certain expense deductions at the separate account level into consideration.
 
                                       14
<PAGE>
    We may also compare the performance of each Sub-Account in advertising and
sales literature to the Standard & Poor's Index of 500 common stocks and the Dow
Jones Industrials, which are widely used measures of stock market performance.
We may also compare the performance of each Sub-Account to other widely
recognized indices. Unmanaged indices may assume the reinvestment of dividends,
but typically do not reflect any "deduction" for the expense of operating or
managing an investment portfolio.
 
THE POLICIES
 
    The Policies are survivorship flexible premium variable life insurance
contracts with death benefits, cash values, and other features of traditional
life insurance contracts. They are "flexible premium" because premiums do not
have to be paid according to a fixed schedule. They are "variable" because, to
the extent Accumulation Value is attributable to the Variable Account,
Accumulation Values and, under certain circumstances, the Death Benefit will
increase and decrease based on the investment performance of the Funds in which
the Sub-Accounts to which you allocate your premium payments invest.
 
DEATH BENEFIT
 
    Like traditional life insurance, we pay a death benefit if the Surviving
Joint Insured dies while the Policy is in force. The proceeds payable upon the
death of the Surviving Joint Insured will be the Death Benefit (see "Death
Benefit Options" below) reduced by any Loan Amount and unpaid Monthly
Deductions. All or part of the proceeds may be paid in cash to your
beneficiaries or under one or more of the settlement options we offer (see
"General Provisions -- Settlement Options").
 
    The Policy provides two Death Benefit Options: the Level Amount Option and
the Variable Amount Option. You choose the Death Benefit Option on the
application for the Policy. Subject to certain limitations, you can change the
Death Benefit Option after issuance of the Policy. See "Death Benefit -- Change
in Death Benefit Option".
 
    The Death Benefit may vary with the Policy's Accumulation Value. Under the
Level Amount Option, the Death Benefit will only vary with the Accumulation
Value whenever the Accumulation Value multiplied by the corridor percentage (see
"Death Benefit Options -- Level Amount Option") exceeds the Face Amount of the
Policy. The Death Benefit under the Variable Amount Option will always vary with
the Accumulation Value because the Death Benefit equals the Face Amount plus the
Accumulation Value, or the corridor percentage of the Accumulation Value. Under
either Death Benefit Option, however, the Death Benefit to age 100 of the
younger Joint Insured will never be less than the current Face Amount of the
Policy and will be payable only as long as the Policy remains in force. After
age 100 the Death Benefit is the Accumulation Value.
 
    In addition to affecting the amount of the Death Benefit as described above,
the Accumulation Value generally determines how long the Policy remains in
force. See "Policy Lapse and Reinstatement". This means that, to the extent
Accumulation Value is attributable to the Variable Account, the investment
performance of the Variable Account (and the underlying Funds) may affect the
duration of the Policy by affecting the amount of Accumulation Value. You bear
the investment risk with respect to any amounts allocated to the Variable
Account. If, however, the Death Benefit Guarantee is in effect (see "Death
Benefit Guarantee"), the Policy will stay in force until the Average Age of the
Joint Insureds reaches age 65 (or five Policy Years, if longer) without regard
to the investment performance under the Policy.
 
    Appendix C illustrates Accumulation Values, Surrender Charges, Cash
Surrender Values, and Death Benefits assuming different levels of premium
payments and investment returns for selected ages and Face Amounts.
 
DEATH BENEFIT OPTIONS
    The Level Amount Option and the Variable Amount Option are described below.
 
   
    LEVEL AMOUNT OPTION. The Death Benefit is the greater of the current Face
Amount of the Policy or the Accumulation Value multiplied by the corridor
percentage according to the younger Joint Insured's attained age. The corridor
percentage is 250% for the younger Joint Insured age 40 or below, and the
percentage declines with increasing ages as shown in the Corridor Percentage
Table on page 16. 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.
    
 
                                       15
<PAGE>
    ILLUSTRATION OF LEVEL AMOUNT OPTION. For purposes of this illustration,
assume that the younger Joint Insured is under age 40, and that there is no Loan
Amount. Under the Level Amount Option, a Policy with a $100,000 Face Amount will
generally have a $100,000 Death Benefit. However, because the Death Benefit must
be equal to or be greater than 250% of the Accumulation Value, any time the
Accumulation Value of the Policy exceeds $40,000, the Death Benefit will exceed
the $100,000 Face Amount. Each additional dollar added to the Accumulation Value
above $40,000 will increase the Death Benefit by $2.50. Thus, if the
Accumulation Value exceeds $40,000 and increases by $100 because of investment
performance or premium payments, the Death Benefit will increase by $250. A
Policy owner with an Accumulation Value of $50,000 will be entitled to a Death
Benefit of $125,000 ($50,000 X 250%); an Accumulation Value of $75,000 will
yield a Death Benefit of $187,500 ($75,000 X 250%); and an Accumulation Value of
$100,000 will yield a Death Benefit of $250,000 ($100,000 X 250%).
 
    Similarly, as long as the Accumulation Value exceeds $40,000, each dollar
taken out of the Accumulation Value will reduce the Death Benefit by $2.50. If,
for example, the Accumulation Value is reduced from $75,000 to $70,000 because
of partial withdrawals, charges, or negative investment performance, the Death
Benefit will be reduced from $187,500 to $175,000. If at any time before the
younger Joint Insured's age 100, however, the Accumulation Value multiplied by
the corridor percentage is less than the Face Amount, the Death Benefit will
equal the current Face Amount of the Policy.
 
    The corridor percentage becomes lower as the younger Joint Insured's age
increases. If the current age of the younger Joint Insured in the illustration
above were, for example, 50 (rather than under age 40), the corridor percentage
would be 185%. The Death Benefit would not exceed the $100,000 Face Amount
unless the Accumulation Value exceeded approximately $54,055 (rather than
$40,000), and each $1 then added to or taken from the Accumulation Value would
change the Death Benefit by $1.85 (rather than $2.50).
 
                                       16
<PAGE>
                           CORRIDOR PERCENTAGE TABLE
 
<TABLE>
<CAPTION>
     Younger Joint
    Insured's Age on
    Previous Policy          Corridor Percentage
      Anniversary           of Accumulation Value
- ------------------------  -------------------------
<S>                       <C>
     40 or younger                     250%
           41                          243
           42                          236
           43                          229
           44                          222
           45                          215
           46                          209
           47                          203
           48                          197
           49                          191
           50                          185
           51                          178
           52                          171
           53                          164
           54                          157
           55                          150
           56                          146
           57                          142
           58                          138
           59                          134
           60                          130
           61                          128
           62                          126
           63                          124
           64                          122
           65                          120
           66                          119
           67                          118
           68                          117
           69                          116
           70                          115
           71                          113
           72                          111
           73                          109
           74                          107
         75-90                         105
           91                          104
           92                          103
           93                          102
           94                          101
         95-100                        100
</TABLE>
 
    VARIABLE AMOUNT OPTION. The Death Benefit is equal to the greater of the
current Face Amount plus the Accumulation Value of the Policy, or the
Accumulation Value multiplied by the corridor percentage according to the
younger Joint Insured's attained age. The corridor percentage is 250% for the
younger Joint Insured age 40 or below, and the percentage declines with
increasing age as shown in the Corridor Percentage Table above. Accordingly,
under the Variable Amount Option the amount of the Death Benefit will always
vary as the Accumulation Value varies.
 
    ILLUSTRATION OF VARIABLE AMOUNT OPTION. For purposes of this illustration,
assume that the younger Joint Insured is under age 40 and that there is no Loan
Amount. Under the Variable Amount Option, a Policy with a Face Amount of
$100,000 will generally pay a Death Benefit of $100,000 plus the Accumulation
Value. Thus, for example, a Policy with an Accumulation Value of $20,000 will
have a
 
                                       17
<PAGE>
Death Benefit of $120,000 ($100,000 + $20,000); an Accumulation Value of $40,000
will yield a Death Benefit of $140,000 ($100,000 + $40,000). The Death Benefit,
however, must be at least 250% of the Accumulation Value. As a result, if the
Accumulation Value of the Policy exceeds approximately $66,667, the Death
Benefit will be greater than the Face Amount plus the Accumulation Value. Each
additional dollar of the Accumulation Value above $66,667 will increase the
Death Benefit by $2.50. Thus, if the Accumulation Value exceeds $66,667 and
increases by $100 because of investment performance or premium payments, the
Death Benefit will increase by $250. A Policy owner with an Accumulation Value
of $75,000 will be entitled to a Death Benefit of $187,500 ($75,000 X 250%); an
Accumulation Value of $100,000 will yield a Death Benefit of $250,000 ($100,000
X 250%); and an Accumulation Value of $125,000 will yield a Death Benefit of
$312,500 ($125,000 X 250%).
 
    Similarly, any time the Accumulation Value exceeds $66,667, each dollar
taken out of the Accumulation Value will reduce the Death Benefit by $2.50. If,
for example, the Accumulation Value is reduced from $75,000 to $70,000 because
of partial withdrawals, charges, or negative investment performance, the Death
Benefit will be reduced from $187,500 to $175,000. If at any time before the
younger Joint Insured's age 100, however, the Accumulation Value multiplied by
the corridor percentage is less than the Face Amount plus the Accumulation
Value, then the Death Benefit will be the current Face Amount plus the
Accumulation Value of the Policy. The Death Benefit after age 100 is the
Accumulation Value.
 
    The corridor percentage becomes lower as the younger Joint Insured's age
increases. If the current age of the younger Joint Insured in the illustration
above were, for example, 50 (rather than under 40), the corridor percentage
would be 185%. The amount of the Death Benefit would be the sum of the
Accumulation Value plus $100,000 unless the Accumulation Value exceeded
approximately $117,647 (rather than $66,667), and each $1 then added to or taken
from the Accumulation Value would change the Death Benefit by $1.85 (rather than
$2.50).
 
WHICH DEATH BENEFIT OPTION TO CHOOSE
    If you prefer to have premium payments and favorable investment performance
reflected partly in the form of an increasing Death Benefit, you should choose
the Variable Amount Option. If you are satisfied with the amount of your
existing insurance coverage and prefer to have premium payments and favorable
investment performance reflected to the maximum extent in the Accumulation
Value, you should choose the Level Amount Option.
 
REQUESTED CHANGES IN FACE AMOUNT
    Subject to certain limitations, you may request an increase or decrease in
the Face Amount. No increase or decrease in the Face Amount will be permitted
during the first two Policy Years.
 
   
    INCREASES. For an increase in the Face Amount, a written request must be
submitted to us. We may also require additional evidence of insurability
satisfactory to us. The effective date of the increase will be the Monthly
Anniversary on or next following our approval of the increase. The increase may
not be less than $5,000 and no increase will be permitted after any Joint
Insured reaches age 85. You cannot request an increase in the Face Amount more
frequently than once every two years. We will deduct any charges associated with
the increase (the increases in the cost of insurance and the Surrender Charge
upon lapse or total surrender -- see "Effect of Requested Changes in Face
Amount") from the Accumulation Value, whether or not you pay an additional
premium in connection with the increase. You will be entitled to limited free
look and conversion rights and refund rights with respect to requested increases
in Face Amount. See "Free Look and Conversion Rights".
    
 
    DECREASES. For a decrease in the Face Amount, a written request must also be
submitted to us. Any decrease in the Face Amount will be effective on the
Monthly Anniversary on or next following our receipt of a written request. You
cannot request a decrease in the Face Amount more frequently than once every six
months. The Face Amount remaining in force after any requested decrease may not
be less than the Minimum Face Amount shown in the Policy. Under our current
policies, the Minimum Face Amount is $250,000, but we reserve the right to
establish a different Minimum Face Amount in the future. If, following a
decrease in Face Amount, the Policy would no longer qualify as life insurance
under Federal tax law (see "Federal Tax Matters -- Policy Proceeds"), the
decrease will be limited to the extent necessary to meet these requirements.
 
    For purposes of determining the cost of insurance, decreases in the Face
Amount will be applied to reduce the current Face Amount in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
                                       18
<PAGE>
    (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 your insurance needs change. These ways include
increasing or decreasing the Face Amount of insurance, changing the level of
premium payments, and, to a lesser extent, making a partial withdrawal under the
Policy. Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:
 
(a) A decrease in the Face Amount will, subject to the corridor percentage
    limitations (see "Death Benefit -- Death Benefit Options"), decrease the
    pure insurance protection without reducing the Accumulation Value. If the
    Face Amount is decreased, the Policy charges generally will decrease as
    well. (Note that the Surrender Charge will not be reduced. See "Deductions
    and Charges -- Surrender Charge".)
 
(b) An increase in the Face Amount (which is generally subject to underwriting
    approval -- see "Death Benefit -- Requested Changes in Face Amount") will
    likely increase the amount of pure insurance protection, depending on the
    amount of Accumulation Value and the resultant corridor percentage
    limitation. If the insurance protection is increased, the Policy charges
    generally will increase as well.
 
(c) A partial withdrawal will reduce the Death Benefit. See "Surrender Benefits
    -- Partial Withdrawal". However, it has a limited effect on the amount of
    pure insurance protection and charges under the Policy, because the decrease
    in the Death Benefit is usually equal to the amount of
 
                                       19
<PAGE>
    Accumulation Value withdrawn. The primary use of a partial withdrawal is to
    withdraw Accumulation Value. Furthermore, it results in a reduced amount of
    Accumulation Value and increases the possibility that the Policy will lapse.
 
(d) Under the Level Amount Option, until the corridor percentage of Accumulation
    Value exceeds the Face Amount, (i) an increased level of premium payments
    will reduce the amount of pure insurance protection, and (ii) a reduced
    level of premium payments will increase the amount of pure insurance
    protection.
 
(e) Under the Variable Amount Option, until the corridor percentage of
    Accumulation Value exceeds the Face Amount plus the Accumulation Value, the
    level of premium payments will not affect the amount of pure insurance
    protection. (However, both the Accumulation Value and the Death Benefit will
    be increased if premium payments are increased, and reduced if premium
    payments are reduced.)
 
(f) Under either Death Benefit Option, if the Death Benefit is the corridor
    percentage of Accumulation Value, then (i) an increased level of premium
    payments will increase the amount of pure insurance protection (subject to
    underwriting approval -- see "Payment and Allocation of Premiums -- Amount
    and Timing of Premiums"), and (ii) a reduced level of premium payments will
    reduce the pure insurance protection.
 
    THE TECHNIQUES DESCRIBED IN THIS SECTION FOR CHANGING THE AMOUNT OF PURE
    INSURANCE PROTECTION UNDER THE POLICY (FOR EXAMPLE, CHANGING THE FACE
    AMOUNT, MAKING A PARTIAL WITHDRAWAL, AND CHANGING THE AMOUNT OF PREMIUM
    PAYMENTS) MUST BE CONSIDERED TOGETHER WITH THE OTHER RESTRICTIONS AND
    CONSIDERATIONS DESCRIBED ELSEWHERE IN THIS PROSPECTUS.
 
CHANGE IN DEATH BENEFIT OPTION
    After the first two Policy Years and at least two years after any increase
in Face Amount, you may change the Death Benefit Option once each Policy Year.
You must submit a written request to change the Death Benefit Option. The change
is effective on the Monthly Anniversary on or next following the date we receive
your request. A change in the Death Benefit Option will also change the Face
Amount. If the Death Benefit Option is changed from the Level Amount Option to
the Variable Amount Option, the Face Amount will be decreased by an amount equal
to the Accumulation Value on the effective date of the change. You cannot change
from the Level Amount Option to the Variable Amount Option if the resulting Face
Amount would fall below the Minimum Face Amount.
 
    If the Death Benefit Option is changed from the Variable Amount Option to
the Level Amount Option, the Face Amount will be increased by an amount equal to
the Policy's Accumulation Value on the effective date of the change.
 
    An increase or decrease in Face Amount resulting from a change in the Death
Benefit Option will affect the future Monthly Deductions because the cost of
insurance depends upon the Face Amount. The charge for certain optional
insurance benefits may also be affected. See "Deductions and Charges -- Monthly
Deduction". The Surrender Charge, however, will not be affected by an increase
or decrease in Face Amount resulting from a change in Death Benefit Option.
 
    Changes in the Death Benefit Option may require additional evidence of
insurability.
 
PAYMENT AND ALLOCATION OF PREMIUMS
 
ISSUING THE POLICY
    To apply for a Policy, both individuals must complete the application and
personally deliver it to our licensed agent. We will generally only issue a
Policy to an applicant where both Joint Insureds' ages are 85 or less and both
supply evidence of insurability satisfactory to us. Acceptance is subject to our
underwriting rules and we reserve the right to reject an application for any
reason permitted by law.
 
    COVERAGE. Coverage under a Policy begins on the later of the Issue Date or
the date we receive at least the minimum initial premium (see immediately
following section). In general, if the applicant pays at least the minimum
initial premium with the application, the Issue Date will be the later of the
 
                                       20
<PAGE>
date of the application or the date of any medical examination required by our
underwriting procedures. However, if underwriting approval has not occurred
within 45 days after we receive the application or if you authorize premiums to
be paid by bank account monthly deduction, the Issue Date will be the date of
underwriting approval.
 
    If you authorize premiums to be paid by government allotment, the Issue Date
generally will be, subject to our underwriting approval, the first day of the
month in which we receive the first Minimum Monthly Premium through government
allotment, whether or not a Minimum Monthly Premium is collected with the
application. If a Minimum Monthly Premium is collected with the application, it
will be allocated to the Sub-Accounts of the Variable Account and the Fixed
Account on the Valuation Date next following the Issue Date.
 
    MINIMUM INITIAL PREMIUM. The minimum initial premium is three Minimum
Monthly Premiums. See "Death Benefit Guarantee". If, however, you authorize
premiums to be paid by bank account monthly deduction or government allotment,
we will accept one Minimum Monthly Premium together with the required
authorization forms. The Minimum Monthly Premium is specified in the Policy and
determines the payments required to maintain the Death Benefit Guarantee.
 
    TEMPORARY INSURANCE. At the time the application is taken, the applicant can
receive temporary insurance coverage by paying a premium equal to 10% of
annualized Minimum Monthly Premium. The temporary insurance will be for the face
amount specified in the premium receipt and will be effective until the earliest
of the following:
 
    - The date the coverage under the Policy is effective.
 
    - The date the applicant receives an offer for an alternative policy, a
      notice of termination of temporary insurance coverage, or notice that we
      have rejected the application.
 
    - The date of death of the proposed Surviving Joint Insured or any proposed
      additional Joint Insured.
 
    - The 180th day after the date of the receipt for the temporary insurance.
 
    CREDITING NET PREMIUMS. We will credit Net Premiums to the Sub-Accounts of
the Variable Account and to the Fixed Account on the basis of the applicant's
allocation on the latest of the following dates:
 
    - 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(s) that the insurance is declined.
 
    - The applicant(s) refuses an offer for an alternative policy.
 
    - The applicant(s) does not supply required medical exams or tests within 30
      days of the date of the application.
 
    - The applicant(s) returns the Policy under the limited free look right. See
      "Free Look and Conversion Rights -- Free Look Rights".
 
ALLOCATION OF PREMIUMS
   
    You choose the initial allocation of your Net Premiums (your gross premiums
less the Premium Expense Charge) to the Fixed Account and the Sub-Accounts of
the Variable Account on the application for the Policy. If you do not indicate
the initial allocation of your Net Premium on the application
    
 
                                       21
<PAGE>
for the Policy, your Net Premium will be allocated to the Money Market
Portfolio. You may change the allocation at any time by notifying us in writing.
Changes will not be effective until the date we receive your request and will
only affect premiums we receive on or after that date. The premium allocation
may be 100% to the Fixed Account or the Sub-Accounts or divided among the Fixed
Account and the Sub-Accounts in whole percentage points totaling 100%. We
reserve the right to adjust any allocation to eliminate fractional percentages.
Changing the current Net Premium allocation will not affect the allocation of
existing Accumulation Value.
 
AMOUNT AND TIMING OF PREMIUMS
    The amount and frequency of premium payments will affect the Accumulation
Value, the Cash Surrender Value, and how long the Policy will remain in force
(including affecting whether the Death Benefit Guarantee is in effect ). See
"Death Benefit Guarantee". After the initial premium, you may determine the
amount and timing of subsequent premium payments within the following
restrictions:
 
    - 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 lives of the Joint Insureds for the
      Policy, whether such payments are received on a Policy or on any other
      insurance policy issued by us or our affiliates. Also, we will not accept
      any premium payment in excess of $50,000 on any Policy after the first
      Policy Year. At our discretion, however, we may waive any of these premium
      limitations.
 
    - 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".
 
                                       22
<PAGE>
UNSCHEDULED ADDITIONAL PREMIUMS
    Premiums, other than Planned Periodic Premiums, may be paid at any time
while the Policy is in force. We may limit the number and amount of these
additional payments.
 
PAYING PREMIUMS BY MAIL
    Planned Periodic Premiums and Unscheduled Additional Premiums may be paid to
the Company by mailing them to:
 
    ReliaStar Life Insurance Company
    P.O. Box 802511
    Chicago, Illinois 60680-2511
 
DEATH BENEFIT GUARANTEE
 
    If you meet the requirements described below, we guarantee that we will not
lapse the Policy even if the Cash Surrender Value is not sufficient to cover the
Monthly Deduction that is due. This feature of the Policy is called the "Death
Benefit Guarantee". The Death Benefit Guarantee expires when the Average Age of
the Joint Insureds is 65 (or five Policy Years, if longer).
 
    In general, the two most significant benefits from the Death Benefit
Guarantee are as follows. First, during the early Policy Years, the Cash
Surrender Value will generally not be sufficient to cover the Monthly Deduction,
so that the Death Benefit Guarantee will be necessary to avoid lapse of the
Policy. See "Policy Lapse and Reinstatement". This occurs because the Surrender
Charge usually exceeds the Accumulation Value in these years. In this regard,
you should consider that if you request an increase in Face Amount, an
additional Surrender Charge would apply for the fifteen years following the
increase, which could create a similar possibility of lapse as exists during the
early Policy Years. Second, to the extent the Cash Surrender Value declines due
to poor investment performance, or due to an additional Surrender Charge after a
requested increase, the Cash Surrender Value may not be sufficient even in later
Policy Years to cover the Monthly Deduction, so that the Death Benefit Guarantee
may also be necessary in later Policy Years to avoid lapse of the Policy. THUS,
EVEN THOUGH THE POLICY PERMITS PREMIUM PAYMENTS THAT ARE LESS THAN THE MINIMUM
MONTHLY PREMIUMS, YOU MAY LOSE THE SIGNIFICANT PROTECTION PROVIDED BY THE DEATH
BENEFIT GUARANTEE BY PAYING LESS THAN THE MINIMUM MONTHLY PREMIUMS.
 
REQUIREMENTS
    The Death Benefit Guarantee will be in effect if the sum of all premiums
paid minus any partial withdrawals and any loans are equal to or greater than
the sum of the Minimum Monthly Premiums since the Policy Date, including the
Minimum Monthly Premium for the current Monthly Anniversary.
 
    The requirements for the Death Benefit Guarantee must be satisfied as of
each Monthly Anniversary, even though you do not have to pay premiums monthly.
 
    EXAMPLE: The Policy Date is January 1, 1997. The Minimum Monthly Premium is
$1000 per month. No Policy loans or partial withdrawals are taken and no Face
Amount changes have occurred.
 
    Case 1. You pay $1000 each month. The Death Benefit Guarantee is maintained.
 
    Case 2. You pay $10,000 on January 1, 1997. The $10,000 maintains the Death
            Benefit Guarantee without your paying any additional premiums for
            the next 10 months (through October 31, 1997). However, you must pay
            at least $1000 by November 1, 1997 to maintain the Death Benefit
            Guarantee through November 30, 1997.
 
    The amount of the initial Minimum Monthly Premium will be determined by us
at issuance of the Policy and will be shown in the Policy. The initial Minimum
Monthly Premium will depend upon each Joint Insured's sex, age at issue, Rate
Class, optional insurance benefits added by rider, and the initial Face Amount.
 
    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").
 
                                       23
<PAGE>
    - The addition or termination of a Policy rider (see "General Provisions --
      Optional Insurance Benefits").
 
    We will notify you in writing of any changes in the Minimum Monthly Premium.
 
    If, as of any Monthly Anniversary, you have not made sufficient premium
payments to maintain the Death Benefit Guarantee, we will send you notice of the
premium payment required to maintain it. If we do not receive the required
premium payment within 61 days from the date of our notice, the Death Benefit
Guarantee will terminate. THE DEATH BENEFIT GUARANTEE CANNOT BE REINSTATED.
 
    Even if the Death Benefit Guarantee terminates, the Policy will not
necessarily lapse. For a discussion of the circumstances under which the Policy
may lapse. See "Policy Lapse and Reinstatement".
 
ACCUMULATION VALUE
 
    The Accumulation Value of the Policy (that is, the total value attributable
to a specific Policy in the Variable Account and the Fixed Account) is equal to
the sum of the Variable Accumulation Value (the amount attributable to the
Variable Account) plus the Fixed Accumulation Value (the amount attributable to
the Fixed Account). The Accumulation Value should be distinguished from the Cash
Surrender Value that would actually be paid to you upon total surrender of the
Policy, which is the Accumulation Value less any Surrender Charge, Loan Amount
and unpaid Monthly Deductions. See "Surrender Benefits -- Total Surrender". The
Accumulation Value should also be distinguished from the Cash Value, which
determines the amount available for Policy loans, and is the Accumulation Value
less any Surrender Charge. See "Policy Loans."
 
    The Variable Accumulation Value will increase or decrease to reflect the
investment performance of the Funds in which Sub-Accounts of the Variable
Account have been invested. The Variable Accumulation Value will also be
increased by (a) any Net Premiums credited to the Variable Account and (b) any
transfers from the Fixed Account. The Variable Accumulation Value will also be
reduced by (a) the Monthly Deduction attributable to the Variable Account, (b)
partial withdrawals from the Variable Account, (c) any transfer and partial
withdrawal charges attributable to the Variable Account, and (d) any amounts
transferred from the Variable Account to the Fixed Account (including amounts
transferred from the Variable Account to the Fixed Account as security for
Policy loans ). See "Policy Loans". The Variable Accumulation Value will
generally vary daily.
 
    The Fixed Accumulation Value will be increased by (a) any Net Premiums
credited to it in the Fixed Account, (b) any interest credited to it in the
Fixed Account (determined at our discretion, but guaranteed not to be less than
4%), and (c) any amounts transferred from the Variable Account to it in the
Fixed Account (including amounts transferred to the Fixed Account as security
for Policy loans ). See "Policy Loans". The Fixed Accumulation Value will be
reduced by (a) the Monthly Deduction attributable to it in the Fixed Account,
(b) partial withdrawals from it in the Fixed Account, (c) any transfer and
partial withdrawal charges attributable to it in the Fixed Account, and (d) any
amounts transferred from the Fixed Account to the Variable Account.
 
    For a detailed discussion of the calculation of Accumulation Value, see
Appendix B. An illustration of various Accumulation Values, Surrender Charges,
Cash Surrender Values, and Death Benefits, assuming different levels of premium
payments and various investment returns for selected ages and Face Amounts, is
shown in Appendix C.
 
DEDUCTIONS AND CHARGES
 
    Charges will be deducted in connection with the Policy to compensate us for
(a) providing the insurance benefits of the Policy (including any riders), (b)
administering the Policy, (c) assuming certain risks in connection with the
Policy, and (d) incurring expenses in distributing the Policy.
 
    Some of these charges are deducted from each premium payment. Certain other
charges are deducted monthly from both the Fixed Account and the Variable
Account, or from the Variable Account only. A charge is also made for each
partial withdrawal and a charge may be made for each transfer.
 
PREMIUM EXPENSE CHARGE
   
    We deduct the Premium Expense Charge from each premium. The Premium Expense
Charge is guaranteed not to exceed 6.25% of each premium payment. The Premium
Expense Charge is currently
    
 
                                       24
<PAGE>
6.25% of each premium payment in Policy Years 1-10 and 3.75% of each premium
after the tenth Policy Year. The amount remaining after we have deducted the
Premium Expense Charge is called the Net Premium. The Net Premium is then
credited to the Fixed Account and the Sub-Accounts of the Variable Account
according to your allocation.
 
MONTHLY DEDUCTION
    We deduct the charges described below from the Accumulation Value of the
Policy on a monthly basis. The total of these charges is called the Monthly
Deduction.
 
    The Monthly Deduction will be deducted on each Monthly Anniversary from the
Fixed Account and the Sub-Accounts of the Variable Account on a proportionate
basis depending on their relative Accumulation Values at that time. For purposes
of determining these proportions, the Fixed Accumulation Value is reduced by the
Loan Amount. Because the cost of insurance portion of the Monthly Deduction can
vary from month to month, the Monthly Deduction itself will vary in amount from
month to month.
 
    If the Cash Surrender Value is not sufficient to cover the Monthly Deduction
on a Monthly Anniversary and the Death Benefit Guarantee is not in effect, the
Policy may lapse. See "Death Benefit Guarantee" and "Policy Lapse and
Reinstatement".
 
   
    COST OF INSURANCE. We will determine the monthly cost of insurance by
multiplying the applicable cost of insurance rate or rates by the net amount at
risk under the Policy. The net amount at risk under the Policy for a Policy
Month is (a) the Death Benefit at the beginning of the Policy Month divided by
1.00327374 (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 4%), less (b) the Accumulation Value at the beginning of
the Policy Month (reduced by any charges for rider benefits). As a result, the
net amount at risk may be affected by changes in the Accumulation Value or in
the Death Benefit.
    
 
    The Rate Class of any Joint Insured may affect the cost of insurance. A Rate
Class is a group of Insureds we determine based upon our expectation that they
will have similar mortality experience. We currently place Insureds into
standard Rate Classes or into substandard Rate Classes that involve a higher
mortality risk. In an otherwise identical Policy, any Insured in the standard
Rate Class will have a lower cost of insurance than any Insured in a Rate Class
with higher mortality risks.
 
    If there is an increase in the Face Amount and the Rate Class applicable to
the increase is different from that for the initial Face Amount or any prior
requested increases in Face Amount, the net amount at risk will be calculated
separately for each Rate Class. For purposes of determining the net amount at
risk for each Rate Class, the Accumulation Value will first be assumed to be
part of the initial Face Amount. If the Accumulation Value is greater than the
initial Face Amount, it will then be assumed to be part of each increase in
order, starting with the first increase.
 
   
    Cost of insurance rates will be based on the sex, Issue age, Policy Year and
Rate Class(es) of each Joint Insured. The actual monthly cost of insurance rates
will reflect our expectations as to future experience. They will not, however,
be greater than the guaranteed cost of insurance rates shown in the Policy,
which are based on the Commissioner's 1980 Standard Ordinary Mortality Tables
for Smokers or Nonsmokers, respectively.
    
 
    MONTHLY ADMINISTRATIVE CHARGE. Each month we deduct an administrative charge
of $8.25 which is guaranteed not to exceed $12.00 each month.
 
    MONTHLY MORTALITY AND EXPENSE RISK CHARGE. Each month during the first 10
Policy Years we will deduct a charge at an annual rate of .90 of 1% (.90%) of
the Variable Accumulation Value of the Policy. Each month thereafter, it is
currently anticipated that we will deduct this charge at an annual rate of .25
of 1% (.25%) of the Variable Accumulation Value but in no event will it exceed
 .90 of 1% (.90%) for the duration of the Policy.
 
    The mortality risk assumed is that Joint Insureds may live for a shorter
period of time than we estimated and that, as a result, we would have to pay a
greater amount in Death Benefits than we collect in premium payments. The
expense risk assumed is that expenses incurred in issuing and administering the
Policy will be greater than we estimated.
 
                                       25
<PAGE>
    MONTHLY GUARANTEE DEATH BENEFIT CHARGE. A monthly charge for providing the
Death Benefit Guarantee. This charge is part of the Monthly Deduction and is
deducted for each Policy Month the Death Benefit Guarantee is in effect. The
amount of this charge is $.03 per $1,000 of Face Amount. See "Death Benefit
Guarantee".
 
    OPTIONAL INSURANCE BENEFIT CHARGES. Each month we deduct charges for any
optional insurance benefits added to the Policy by rider. See "General
Provisions -- Optional Insurance Benefits".
 
SURRENDER CHARGE
 
    GENERAL. During the first 15 Policy Years and during the first 15 years
following any requested increase in Face Amount, we make a Surrender Charge if
you surrender the Policy or the Policy lapses. The Surrender Charge will not be
affected by any decrease in Face Amount or by any change in Face Amount
resulting from a change in the Death Benefit Option.
 
    The Surrender Charge imposed upon early surrender or lapse will be
significant. For example, if you make premium payments no greater than the
Minimum Monthly payments specified in your Policy, you can expect that during at
least the early Policy Years, all or substantially all of your premium payments
will be required to pay the Surrender Charge and other charges associated with
the Policy. As a result, you should purchase a Policy only if you have the
financial capability to keep it in force for a substantial period of time.
 
   
    SURRENDER CHARGE. The maximum Surrender Charge for the initial Face Amount
or any requested increase in Face Amount will be determined on the Policy Date
or on the effective date of any requested increase respectively. The Surrender
Charge will remain level for the first 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 Surrender Charge will vary depending upon each Joint
Insured's age (on the Policy Date or on the effective date of an increase in
Face Amount).
    
 
    SURRENDER CHARGE CALCULATION. The Surrender Charge for the initial Face
Amount or any requested increase in Face Amount is determined by multiplying (i)
the applicable charge per $1,000 of Face Amount from Appendix D by (ii) the
initial Face Amount or the Face Amount of the increase, as applicable, and by
(iii) the applicable percentage from the Surrender Charge Percentage Table
below, and then dividing this amount by 1000.
 
                       SURRENDER CHARGE PERCENTAGE TABLE
 
   
<TABLE>
<CAPTION>
                              The following percentage
                                       of the
                              Surrender Charge will be
If surrender or lapse occurs        payable for:
             in                Initial
  the last month of Policy       Face     Face Amount
           Year:*              Amount**    Increases
- ----------------------------  ----------  ------------
<S>                           <C>         <C>
             1                   100%         33%
             2                   100%         67%
             3                   100%         100%
             4                   100%         100%
             5                   100%         100%
             6                   90%          90%
             7                   80%          80%
             8                   70%          70%
             9                   60%          60%
             10                  50%          50%
             11                  40%          40%
             12                  30%          30%
             13                  20%          20%
             14                  10%          10%
        15 and later              0%           0%
</TABLE>
    
 
 *For requested increases, years are measured from the date of the increase.
 
   
**The percentages reduce equally for each Policy Month during the years shown.
  For example, during the eleventh Policy Year, the percentage reduces equally
  each month from 50% at the end of the tenth Policy Year to 40% at the end of
  the eleventh Policy Year.
    
 
                                       26
<PAGE>
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 sales to our
policyholders or those of affiliated insurance companies, or sales to employees
or clients of members of our affiliated group of insurance companies. The amount
of any reductions will reflect the reduced sales effort and administrative costs
resulting from, or the different mortality experience expected as a result of,
the special circumstances. Reductions will not be unfairly discriminatory
against any person, including the affected Policy owners and owners of all other
policies funded by the Variable Account.
 
POLICY LAPSE AND REINSTATEMENT
 
    LAPSE. Unlike traditional life insurance policies, the failure to make a
Planned Periodic Payment will not by itself cause the Policy to lapse. If the
Death Benefit Guarantee is not in effect, the Policy will lapse only if, as of
any Monthly Anniversary, the Cash Surrender Value is less than the Monthly
Deduction due, and a grace period of 61 days expires without a sufficient
payment.
 
    During the early Policy Years, the Cash Surrender Value will generally not
be sufficient to cover the Monthly Deduction, so that premium payments
sufficient to maintain the Death Benefit Guarantee will be required to avoid
lapse. See "Death Benefit Guarantee".
 
    The Policy does not lapse, and the insurance coverage continues, until the
expiration of a 61-day grace period which begins on the date we send you written
notice indicating that the Cash Surrender Value is less than the Monthly
Deduction due. Our written notice to you will indicate the amount of the payment
required to avoid lapse. Failure to make a sufficient payment within the grace
period will result in lapse of the Policy without value.
 
    If the Surviving Joint Insured dies during the grace period, the proceeds
payable will equal the amount of the Death Benefit on the Valuation Date on or
next following the date of the Surviving Joint Insured's death, reduced by any
Loan Amount and any unpaid Monthly Deductions.
 
    If the Death Benefit Guarantee is in effect, we will not lapse the Policy.
See "Death Benefit Guarantee".
 
    REINSTATEMENT. Reinstatement means putting a lapsed Policy back in force.
You may reinstate a lapsed Policy by written request any time within five years
after it has lapsed if it has not been surrendered for its Cash Surrender Value.
 
    To reinstate the Policy and any riders, you must submit evidence of
insurability satisfactory to us that each Joint Insured is still insurable, or
if the policy lapsed after the first death of the Joint Insured, then evidence
of insurability for the Surviving Joint Insured. You must pay a premium large
enough to keep the Policy in force for at least two months.
 
    The Death Benefit Guarantee cannot be reinstated. See "Death Benefit
Guarantee".
 
SURRENDER BENEFITS
 
    Subject to certain limitations, you may make a total surrender of the Policy
or a partial withdrawal of the Policy's Cash Surrender Value by sending us a
written request. The amount available for a total surrender or partial
withdrawal will be determined at the end of the Valuation Period during which
your written request is received. Any amounts payable from the Variable Account
upon total surrender or partial withdrawal will generally be paid within seven
days of receipt of your written request. Postponement of payments may, however,
occur in certain circumstances. See "General Provisions -- Postponement of
Payments".
 
TOTAL SURRENDER
    By making a written request, you may surrender the Policy at any time for
its Cash Surrender Value. The Cash Surrender Value is the Accumulation Value of
the Policy reduced by any Surrender
 
                                       27
<PAGE>
Charge, Loan Amount and unpaid Monthly Deductions. If the Cash Surrender Value
at the time of a surrender exceeds $25,000, the written request must include a
Signature Guarantee. An illustration of Accumulation Values, Surrender Charges,
Cash Surrender Values, and Death Benefits assuming different levels of premium
payments and investment returns for selected ages and Face Amounts is shown in
Appendix C.
 
PARTIAL WITHDRAWAL
    After the first Policy Year, you may also withdraw part of the Policy's Cash
Surrender Value by sending us a written request. If the amount being withdrawn
exceeds $25,000, the written request must include a Signature Guarantee. Only
one partial withdrawal is allowed in any Policy Year. We currently make a $10.00
charge for each partial withdrawal. This charge is guaranteed not to exceed
$25.00 for each partial withdrawal. See "Deductions and Charges -- Partial
Withdrawal and Transfer Charges". The amount of any partial withdrawal must be
at least $500 and, during the first 15 Policy Years, may not be more than 20% of
the Cash Surrender Value on the date we receive your written request.
 
    Unless you specify a different allocation, we make partial withdrawals from
the Fixed Account and the Sub-Accounts of the Variable Account on a
proportionate basis based upon the Accumulation Value. These proportions will be
determined at the end of the Valuation Period during which your written request
is received. For purposes of determining these proportions, any outstanding Loan
Amount is first subtracted from the Fixed Accumulation Value.
 
    EFFECT OF PARTIAL WITHDRAWALS. The Accumulation Value will be reduced by the
amount of any partial withdrawal. The Death Benefit will also be reduced by the
amount of the withdrawal, or, if the Death Benefit is based on the corridor
percentage of Accumulation Value (see "Death Benefit -- Death Benefit Options"),
by an amount equal to the corridor percentage times the amount of the partial
withdrawal.
 
    If the Level Amount Option is in effect, the Face Amount will be reduced by
the amount of the partial withdrawal. When increases in the Face Amount have
occurred previously, we reduce the current Face Amount by the amount of the
partial withdrawal in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
    (b) The next most recent increases successively; and
 
    (c) The Face Amount when the policy was issued.
 
    (This assumption also applies to requested decreases in Face Amount -- see
"Death Benefit -- Requested Changes in Face Amount".) Thus, partial withdrawals
may affect the way in which the cost of insurance is calculated and the amount
of pure insurance protection under the Policy. See "Death Benefit -- Requested
Changes in Face Amount", "Deductions and Charges -- Monthly Deduction" and
"Death Benefit -- Insurance Protection".
 
    We do not allow a partial withdrawal if the Face Amount after a partial
withdrawal would be less than the Minimum Face Amount.
 
    If the Variable Amount Option is in effect, a partial withdrawal does not
affect the Face Amount.
 
    A partial withdrawal may also cause the termination of the Death Benefit
Guarantee because the amount of the partial withdrawal is deducted from the
total premiums paid in calculating whether sufficient premiums have been paid in
order to maintain the Death Benefit Guarantee.
 
    Like partial withdrawals, Policy loans are a means of withdrawing funds from
the Policy. See "Policy Loans". A partial withdrawal or a Policy loan may have
tax consequences depending on the circumstances of such withdrawal or loan. See
"Federal Tax Matters -- Policy Proceeds".
 
TRANSFERS
 
    You may transfer all or part of the Variable Accumulation Value between the
Sub-Accounts or to the Fixed Account subject to any conditions the Funds whose
shares are involved may impose. Transfer requests must be in writing unless you
have completed a telephone transfer authorization form. You may also direct us
to automatically make periodic transfers under the Dollar Cost Averaging or
Portfolio Rebalancing services as described below.
 
    To transfer all or part of the Variable Accumulation Value from a
Sub-Account, Accumulation Units are redeemed and their values are reinvested in
other Sub-Accounts, or the Fixed Account, as
 
                                       28
<PAGE>
directed in your request. We will effect transfers, and determine all values in
connection with transfers, at the end of the Valuation Period during which we
receive your request, except as otherwise specified for the Dollar Cost
Averaging or Portfolio Rebalancing services. With respect to future Net Premium
payments, however, your current premium allocation will remain in effect unless
(i) you have requested the Portfolio Rebalancing service, or (ii) you are
transferring all of the Variable Accumulation Value from the Variable Account to
the Fixed Account in exercise of conversion rights. See "Free Look and
Conversion Rights -- Conversion Rights".
 
    Transfers from the Fixed Account to the Variable Account are subject to the
following additional restrictions: (i) your transfer request must be postmarked
no more than 30 days before or after the Policy Anniversary in any year, and
only one transfer is permitted during this period, (ii) the Fixed Accumulation
Value after the transfer must be at least equal to the Loan Amount, (iii) no
more than 50% of the Fixed Accumulation Value, less any Loan Amount, may be
transferred unless the balance, after the transfer, would be less than $1,000,
in which event the full Fixed Accumulation Value, less any Loan Amount, may be
transferred, and (iv) you must transfer at least the lesser of $500 or the total
Fixed Accumulation Value, less any Loan Amount. See Appendix A. Some of these
restrictions may be waived for transfers due to the Portfolio Rebalancing
service.
 
   
    TELEPHONE/FAX TRANSFER REQUESTS. You may request a transfer by telephone/fax
on any Valuation Date after you complete a telephone/fax transfer authorization
form. If you elect to complete the authorization form, you agree that we will
not be liable for any loss, liability, cost or expense when we act in accordance
with the telephone/fax transfer instructions that are received and, if by
telephone, are recorded on voice recording equipment. If a telephone/fax
transfer request is later determined not to have been made by you or was made
without your authorization, and loss results from such unauthorized transfer,
you bear the risk of this loss. Any requests via fax are considered telephone
requests and are bound by the conditions in the telephone/fax transfer
authorization form you sign. Any fax request should include your name, daytime
telephone number, Policy number and, in the case of transfers, the names of the
Sub-Accounts from which and to which money will be transferred and the
allocation percentage. We will employ reasonable procedures to confirm that
instructions communicated by telephone/fax 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/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
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
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
 
                                       29
<PAGE>
allocation of future Net Premium payments will also be changed to be equal to
this specified percentage allocation. Transfers made under this service may be
made on a quarterly, semi-annual, or annual basis. This service is intended to
maintain the allocation you have selected consistent with your personal
objectives.
 
    The Accumulation Value in each Sub-Account of the Variable Account and the
Fixed Account will grow or decline at different rates over time. Portfolio
Rebalancing will periodically transfer Accumulation Values from those accounts
that have increased in value to those accounts that have increased at a slower
rate or declined in value. If all accounts decline in value, it will transfer
Accumulation Values from those that have decreased less in value to those that
have decreased more in value. We make no guarantees that Portfolio Rebalancing
will result in a profit or protect against loss. You may discontinue this
service at any time by notifying us in writing.
 
    If you are interested in the Portfolio Rebalancing service you may obtain a
separate application form and full information concerning this service and its
restrictions from us or our registered representative.
 
    If you are using the Portfolio Rebalancing service, this service will be
discontinued immediately (i) on receipt of any request to change the allocation
of premiums to the Fixed Account and Sub-Account of the Variable Account, (ii)
on receipt of any request to begin a Dollar Cost Averaging service, (iii) upon
receipt of any request to transfer Accumulation Value among the Fixed Account or
Sub-Accounts, or (iv) if the policy is in the grace period or the Accumulation
Value, less any Loan Amount, is less than $7,500 on any Valuation Date when
Portfolio Rebalancing transfers are scheduled.
 
    We reserve the right to discontinue, modify, or suspend this service. Any
such modification or discontinuation could affect Portfolio Rebalancing services
currently in effect, but only after 30 days notice to affected Policy owners.
 
    TRANSFER LIMITS. We currently allow twelve transfers in a Policy Year,
although we reserve the right to limit you to no more than four transfers per
Policy Year. All transfers that are effective on the same Valuation Date will be
treated as one transfer transaction. Transfers made due to the Dollar Cost
Averaging or Portfolio Rebalancing services do not currently count toward the
limit on number of transfers.
 
    TRANSFER CHARGES. While there is currently no charge imposed on a transfer
we reserve the right to make a charge not to exceed $25.00 per transfer for the
duration of the Policy. See "Deductions and Charges -- Partial Withdrawal and
Transfer Charges". In no event, however, will any charge be imposed in
connection with the exercise of a conversion right or transfers occurring as the
result of Policy Loans. All transfers are also subject to any charges and
conditions imposed by the Fund whose shares are involved. All transfers that are
effective on the same Valuation Date will be treated as one transfer
transaction.
 
POLICY LOANS
 
    GENERAL. As long as the Policy remains in effect, you may borrow money from
us at any time after the first Policy Year using the Policy as security for the
loan (except that in Indiana loans may be made during the first Policy Year).
You may not borrow at any time more than the Loan Value of the Policy, which is
equal to 75% of the Cash Value less the existing Loan Amount, except that in
Texas the percentage is 100% and in Alabama, Maryland and Virginia, the
percentage is 90%. Each Policy loan must be at least $500, except in Connecticut
it must be at least $200. After age 65, we currently allow 100% of the Cash
Surrender Value to be borrowed.
 
    Loan requests may be made in writing or by telephoning us on any Valuation
Date. Any loan request in excess of $25,000 will require a Signature Guarantee
and telephone loan requests cannot exceed $10,000. No election form is currently
required to make telephone loan requests. We will employ reasonable procedures
to confirm that loan requests made by telephone are genuine. In the event we do
not employ such procedures, we may be liable for any losses due to unauthorized
or fraudulent instructions. Such procedures may include, among others, requiring
forms of personal identification prior to acting upon telephone instructions,
providing written confirmations of such instructions and/or tape recording
telephone instructions.
 
    Policy loans have priority over the claims of any assignee or other person.
A Policy loan may be repaid in whole or in part at any time while any Joint
Insured is alive.
 
                                       30
<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 including unpaid interest due
thereon is called the "Loan Amount".
 
    IMMEDIATE EFFECT OF POLICY LOANS. When we make a Policy loan, an amount
equal to the Policy loan (which includes interest payable in advance) will be
segregated within the Accumulation Value of your Policy and held in the Fixed
Account as security for the loan. As described below, you will pay interest to
us on the Policy loan, but we will also credit interest to you on the amount
held in the Fixed Account as security for the loan. The amount segregated in the
Fixed Account as security for the Policy loan will be included as part of the
Fixed Accumulation Value under the Policy, but will (as described below) be
credited with interest on a basis different from other amounts in the Fixed
Account.
 
    Unless you specify differently, amounts held as security for the Policy loan
will come proportionately from the Fixed Accumulation Value and the Variable
Accumulation Value (with the proportions being determined as described below).
Assets equal to the portion of the Policy loan coming from the Variable
Accumulation Value will be transferred from the Sub-Accounts of the Variable
Account to the Fixed Account, THEREBY REDUCING THE ACCUMULATION VALUE HELD IN
THE SUB-ACCOUNTS. These transfers are not treated as transfers for the purposes
of the transfer charge or the limit on the number of transfers.
 
    ILLUSTRATION OF DETERMINATION OF PROPORTIONS. The segregated amount that
will be security for a Policy loan will come from the Fixed Accumulation Value
and the Variable Accumulation Value in the same proportion that the sum of (a)
the Policy's Fixed Accumulation Value, less any existing Loan Amount, and (b)
the Policy's Variable Accumulation Value, bear to the Policy's total
Accumulation Value less any existing Loan Amount (determined, in each case, at
the end of the Valuation Period during which your request is received).
 
    This can be illustrated as follows. Assume that the Fixed Accumulation Value
is $5,000 and the Variable Accumulation Value is $6,000, with Sub-Account XXX =
$2,000, and Sub-Account YYY = $4,000. Assume that the existing Loan Amount is
$1,000, and the new Policy loan request is $5,000. For purposes of determining
the proportions, we first subtract the existing Loan Amount from the Fixed
Accumulation Value, and then we add the Variable Accumulation Value, which in
our example would be ($5,000 - $1,000) + $6,000 = $10,000. The proportionate
percentages of the Policy loan coming from the Fixed Accumulation Value and the
Variable Accumulation Value are then determined as a percentage of this total,
which would be $4,000/$10,000 = 40% from the Fixed Accumulation Value, and
$6,000/$10,000 = 60% from the Variable Accumulation Value. The percentage
deducted from the Variable Accumulation Value would be distributed as follows:
$2,000/$10,000 = 20% from Sub-Account XXX; and $4,000/$10,000 = 40% from
Sub-Account YYY. The actual amounts coming from the various Accounts in
connection with the new $5,000 Policy loan would be 40% X $5,000 = $2,000 from
the Fixed Account; 20% X $5,000 = $1,000 from Sub-Account XXX; and 40% X $5,000
= $2,000 from Sub-Account YYY.
 
    EFFECT ON INVESTMENT PERFORMANCE. Amounts coming from the Variable Account
as security for Policy loans will no longer participate in the investment
performance of the Variable Account. All amounts held in the Fixed Account as
security for Policy loans (that is, the Loan Amount) will only be credited with
interest at an effective annual rate currently equal to 5.50% (guaranteed to be
no less than 4.00%). NO ADDITIONAL INTEREST WILL BE CREDITED TO THESE AMOUNTS.
On the Policy Anniversary, any interest credited on these amounts will be
credited to the Fixed Account and the Variable Account according to the premium
allocation then in effect. See "Payment and Allocation of Premiums -- Allocation
of Premiums".
 
    Although Policy loans may be repaid in whole or in part at any time, Policy
loans will permanently affect the Policy's potential Accumulation Value. As a
result, to the extent that the Death Benefit depends upon the Accumulation Value
(see "Death Benefit -- Death Benefit Options"), Policy loans
 
                                       31
<PAGE>
will also affect the Death Benefit under the Policy. This effect could be
favorable or unfavorable depending on whether the investment performance of the
assets allocated to the Sub-Account(s) is less than or greater than the interest
being credited on the assets transferred to the Fixed Account while the loan is
outstanding. Compared to a Policy under which no loan is made, values under the
Policy will be lower when such interest credited is less than the investment
performance of assets held in the Sub-Account(s).
 
    EFFECT ON POLICY COVERAGE. If, on any Monthly Anniversary, the Loan Amount
is greater than the Accumulation Value, less the then applicable Surrender
Charge, we will notify you. If we do not receive sufficient payment within 61
days from the date we send notice to you, the Policy will lapse and terminate
without value. Our written notice to you will indicate the amount of the payment
required to avoid lapse. The Policy may, however, later be reinstated. See
"Policy Lapse and Reinstatement".
 
    A Policy loan may also cause termination of the Death Benefit Guarantee,
because the Loan Amount is deducted from the total premiums paid in calculating
whether sufficient premiums have been paid in order to maintain the Death
Benefit Guarantee. See "Death Benefit Guarantee".
 
    Proceeds payable upon the death of the Surviving Joint Insured will be
reduced by any Loan Amount.
 
   
    INTEREST. The interest rate charged on Policy loans will be an annual rate
of 7.40%, payable in advance. After the tenth Policy Year, we will charge
interest at an annual rate of 5.21%, payable in advance, on that portion of your
Loan Amount that is not in excess of (a) the Accumulation Value, less (b) the
total of all premiums paid and all partial withdrawals. This portion of your
loan amount is called a preferred loan. 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 any
Joint Insured is living. If not repaid, the Loan Amount will be deducted by us
from any amount payable under the Policy. As described above, unless you provide
us with notice to the contrary, any payments on the Policy will generally be
treated as premium payments, which are subject to the Premium Expense Charge,
rather than repayments on the Loan Amount. Any repayments on the Loan Amount
will result in amounts being reallocated from the Fixed Account and to the
Sub-Accounts of the Variable Account according to your current premium
allocation.
 
    TAX CONSIDERATIONS. A Policy loan may have tax consequences depending on the
circumstances of the loan. See "Federal Tax Matters -- Policy Proceeds".
 
FREE LOOK AND CONVERSION RIGHTS
 
FREE LOOK RIGHTS
    The Policy provides for two types of return or "free look" periods, one
after application for and issuance of the Policy and the other after any
requested increase in Face Amount.
 
    AT INITIAL ISSUE. The Policy provides for an initial free look period during
which you have a right to return the Policy for cancellation and receive a
refund of all premiums paid. You must return the Policy to us or your agent and
ask us to cancel the Policy by midnight of the 10th day after receiving it.
 
    FOLLOWING A REQUESTED INCREASE IN FACE AMOUNT. Any requested increase in
Face Amount is also subject to a free look period during which you have a right
to cancel the increase and receive a refund. You must notify us or your agent
and ask us to cancel the increase by midnight of the 10th day after receiving a
new Policy Data Page.
 
    Upon requesting cancellation of the increase, you will receive a refund, if
you so request, or otherwise a restoration to the Policy's Accumulation Value
(allocated among the Fixed Account and the Sub-Accounts of the Variable Account
as if it were a Net Premium payment), in an amount equal to all Monthly
Deductions attributable to the increase in Face Amount, including rider costs
arising from the increase. This refund or credit will be made within seven days
after we receive the request for
 
                                       32
<PAGE>
cancellation on the appropriate form. In addition, the Surrender Charge will be
adjusted so that it will be as though no such increase in Face Amount had
occurred. Premiums paid after an increase in Face Amount will not be refunded
following cancellation of the increase. If you request an increase in Face
Amount you should take this into account in deciding whether to make any premium
payments during the free look period for the increase.
 
CONVERSION RIGHTS
    During the first two Policy Years and the first two years following a
requested increase in Face Amount, we provide you with an option to convert the
Policy or any requested increase in Face Amount to a life insurance policy under
which the benefits do not vary with the investment experience of the Variable
Account. This option is made available by permitting you to transfer all or a
part of your Variable Accumulation Value to the Fixed Account.
 
    GENERAL OPTION. You may exercise your conversion right by transferring all
or any part of your Variable Accumulation Value to the Fixed Account. If, at any
time during the first two Policy Years or the first two years following a
requested increase in Face Amount, you request transfer from the Variable
Account to the Fixed Account and indicate that you are making the transfer in
exercise of your conversion right, the transfer will not be subject to the
transfer charge and will not count against the limit on the number of transfers.
At the time of such transfer, there is no effect on the Policy's Death Benefit,
Face Amount, net amount at risk, Rate Class(es) or issue age -- only the method
of funding the Accumulation Value under the Policy will be affected. See "Death
Benefit", "Accumulation Value" and Appendix A, "The Fixed Account".
 
    If you transfer all of the Variable Accumulation Value from the Variable
Account to the Fixed Account and indicate that you are making this transfer in
exercise of your Conversion Right, we will automatically credit all future
premium payments on the policy to the Fixed Account unless you request a
different allocation.
 
INVESTMENTS OF THE VARIABLE ACCOUNT
 
   
    There are currently seventeen investment alternatives available under the
Variable Account. Fidelity Management & Research Company is the investment
adviser for the five portfolios of VIP and the four portfolios of VIP II.
Northstar Investment Management Corporation is the investment adviser of the two
Northstar Funds. Putnam Management is the investment adviser for the six funds
of Putnam Variable Trust.
    
 
   
    We reserve the right to establish additional Sub-Accounts of the Variable
Account, each of which could invest in a new Fund with a specified investment
objective. The Variable Account would then consist of more than the current
seventeen investment options. You would only be permitted, however, to
participate in a total of seventeen investment options over the lifetime of your
Policy. You would not have to choose your investment options in advance, but
upon participation in the seventeenth Fund since the issue of the Policy, you
would only be able to transfer within the seventeen Funds already utilized and
which are still available.
    
 
    The Funds currently offered are described below. A brief summary of
investment objectives is contained in the description of each Fund. In addition,
you should read the prospectuses of the Funds, which are combined with this
prospectus, for more detailed information and particularly, a more thorough
explanation of investment objectives, because several of the Funds and
portfolios may have objectives that are quite similar. There is no assurance
that any Fund will achieve its investment objectives. There is a possibility
that one Fund might become liable for any misstatement, inaccuracy or incomplete
disclosure in another Fund's prospectus.
 
   
    The Fund shares may be available to fund benefits under both variable
annuity and variable life contracts and policies. This could, in the future,
result in an irreconcilable conflict between the interests of the holders of the
different types of variable contracts. The Funds have advised us that they will
monitor for such conflicts and will promptly provide us with information
regarding any such conflicts should they arise or become imminent and we will
promptly advise the Funds if we become aware of any such conflicts. If any such
material irreconcilable conflict arises we will arrange to eliminate and remedy
such conflict up to and including establishing a new management investment
company and segregating the assets underlying the variable policies and
contracts at no cost to the holders of the policies and contracts. For a brief
explanation of the conflicts that may be involved in such situations, refer to
the section entitled "FMR and Its Affiliates" in the VIP and VIP II Prospectuses
and the section entitled "Sales and Redemptions" in the Putnam VT Prospectus.
    
 
                                       33
<PAGE>
    The Funds described below distribute dividends and capital gains. However,
distributions are automatically reinvested in additional Fund shares, at net
asset value. The Sub-Account receives the distributions which are then reflected
in the Unit Value of that Sub-Account. See "Accumulation Value".
 
   
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIP)
    
   
    VIP is a mutual fund trust currently including five investment portfolios,
each with a different investment objective.
    
 
    MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as
is consistent with preserving capital and providing liquidity. The portfolio
will invest only in high-quality U.S. dollar denominated money market
instruments of domestic and foreign issuers. An investment in the portfolio is
not insured or guaranteed by the U.S. Government, and there can be no assurance
that the Portfolio will maintain a stable net asset value per share of $1.00.
 
   
    HIGH INCOME PORTFOLIO seeks to obtain a high level of current income by
investing primarily in high-yielding, lower-rated fixed-income securities
(sometimes referred to as "junk bonds"), while also considering growth of
capital. Lower-rated fixed-income securities are considered speculative and
involve greater risk of default than higher-rated fixed-income securities and
are more sensitive to the issuer's capacity to pay. Consult the VIP Prospectus
for further information on the risks associated with the portfolio's investment
in lower-rated fixed-income securities.
    
 
    EQUITY-INCOME PORTFOLIO seeks reasonable income by investing primarily in
income-producing equity securities. In choosing these securities the portfolio
will also consider the potential for capital appreciation. The portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's Composite Index of 500 Stocks.
 
    GROWTH PORTFOLIO seeks to achieve capital appreciation. The portfolio
normally purchases common stocks, although its investments are not restricted to
any one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.
 
    OVERSEAS PORTFOLIO seeks long term growth of capital primarily through
investments in foreign securities. The Overseas Portfolio provides a means for
investors to diversify their own portfolios by participating in companies and
economies outside of the United States.
 
   
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
    
   
    VIP II is a mutual fund trust currently including five investment
portfolios, each with a different investment objective. Presently, the following
four portfolios are available within this Policy.
    
 
    ASSET MANAGER PORTFOLIO seeks high total return with reduced risk over the
long-term by allocating its assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.
 
    INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current income as
is consistent with the preservation of capital by investing in a broad range of
investment-grade fixed-income securities.
 
    INDEX 500 PORTFOLIO seeks to provide investment results that correspond to
the total return (i.e., the combination of capital changes and income) of common
stocks publicly traded in the United States. In seeking this objective, the
portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low. The portfolio is designed as a long-term investment option.
 
    CONTRAFUND PORTFOLIO seeks capital appreciation by investing in companies
believed to be undervalued due to an overly pessimistic appraisal by the public.
The portfolio invests primarily in common stock and securities convertible into
common stock, but it has the flexibility to invest in any type of security that
may produce capital appreciation.
 
NORTHSTAR VARIABLE TRUST (NORTHSTAR)
    Northstar is a diversified management investment company currently offering
four investment funds, each with a different investment objective. The following
two Northstar Funds are available under this Policy.
 
    NORTHSTAR INCOME AND GROWTH FUND is a diversified portfolio with an
investment objective of seeking current income balanced with the objective of
achieving capital appreciation. This Fund will seek to achieve its objective
through investments in common and preferred stocks, convertible securities,
investment grade corporate debt securities and government securities, selected
for their prospects
 
                                       34
<PAGE>
   
of producing income and capital appreciation. Wilson/Bennet Capital Management,
Inc. is the sub-advisor 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 MULTI-SECTOR BOND FUND is a diversified portfolio with an
investment objective of maximizing current income. This Fund will seek to
achieve its objective by investment in the following sectors of the fixed income
securities markets: (a) securities issued or guaranteed as to principal and
interest by the U.S. Government, its agencies, authorities or instrumentalities;
(b) investment grade corporate debt securities; (c) investment grade or
comparable quality debt securities issued by foreign corporate issuers, and
securities issued by foreign governments and their political subdivisions,
limited to 35% of assets determined at the time of investment; and (d) high
yield -- high risk fixed income securities of U.S. and foreign issuers, limited
to 50% of assets determined at the time of investment.
 
   
PUTNAM VARIABLE TRUST
    
   
    Putnam Variable Trust is a mutual fund currently offering sixteen investment
funds, each with a different investment objective. Presently, only the following
six funds are available under this Policy.
    
 
   
    PUTNAM VT ASIA PACIFIC GROWTH FUND seeks capital appreciation by investing
primarily in securities of companies located in Asia and in the Pacific Basin.
The Fund's investments will normally include common stocks, preferred stocks,
securities convertible into common stocks or preferred stocks, and warrants to
purchase common stocks or preferred stocks.
    
 
   
    PUTNAM VT DIVERSIFIED INCOME FUND seeks high current income consistent with
capital preservation by investing in the following three sectors of the fixed
income securities markets: a U.S. Government Sector, a High-Yield Sector (which
invests primarily in securities that are commonly known as "junk bonds") and an
International Sector. Consult the Putnam Variable Trust Prospectus for further
information on the risks associated with this Fund's 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.
    
 
   
    PUTNAM VT UTILITIES GROWTH AND INCOME FUND seeks capital growth and current
income by concentrating its investments in debt and equity securities issued by
companies in the public utilities industries.
    
 
   
    PUTNAM VT VOYAGER FUND seeks capital appreciation primarily from a portfolio
of common stocks that Putnam Management believes have potential for capital
appreciation that is significantly greater than that of market averages.
    
 
ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS
    We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares that are held by
the Variable Account or that the Variable Account may purchase. We reserve the
right to eliminate the shares of any of the Funds and to substitute shares of
another Fund or of another open-end, registered investment company, if the
shares of a Fund are no longer available for investment, or if in our judgment
further investment in any Fund should become inappropriate in view of the
purposes of the Variable Account. We will not substitute any shares attributable
to your interest in a Sub-Account of the Variable Account without notice and
prior approval of the SEC, to the extent required by the Investment Company Act
of 1940 or other applicable law. Nothing contained herein shall prevent the
Variable Account from purchasing other securities of other Funds or classes of
policies, or from permitting a conversion between Funds or classes of policies
on the basis of requests made by Policy owners.
 
   
    We also reserve the right to establish additional Sub-Accounts of the
Variable Account, each of which would invest in a new Fund, or in shares of
another investment company, with a specified investment objective. New
Sub-Accounts may be established when, in our sole discretion, marketing needs or
investment conditions warrant, and any new Sub-Accounts will be made available
to existing Policy owners on a basis to be determined by us. We may also
eliminate one or more Sub-Accounts if, in our sole discretion, marketing, tax,
or investment conditions warrant.
    
 
                                       35
<PAGE>
    In the event of any such substitution or change, we may make such changes in
this and other policies as may be necessary or appropriate to reflect such
substitution or change. If all or a portion of your investments are allocated to
any of the current funds that are being substituted for on the date such
substitution is announced, you may surrender the portion of the Accumulation
Value funded by such Fund(s) without payment of the associated Surrender Charge.
You may transfer the portion of the Accumulation Value affected without payment
of a Transfer Charge. If deemed by us to be in the best interests of persons
having voting rights under the Policies, the Variable Account may be operated as
a management company under the Investment Company Act of 1940, it may be
deregistered under that Act in the event such registration is no longer
required, or it may be combined with our other separate accounts.
 
VOTING RIGHTS
 
    You have the right to instruct us how to vote the Fund shares attributable
to the Policy at regular meetings and special meetings of the Funds. We will
vote the Fund shares held in Sub-Accounts according to the instructions
received, as long as:
 
    - The Variable Account is registered as a unit investment trust under the
      Investment Company Act of 1940; and
 
    - The assets of the Variable Account are invested in Fund shares.
 
    If we determine that, because of applicable law or regulation, we do not
have to vote according to the voting instructions received, we will vote the
Fund shares at our discretion.
 
    All persons entitled to voting rights and the number of votes they may cast
are determined as of a record date, selected by us, not more than 90 days before
the meeting of the Fund. All Fund proxy materials and appropriate forms used to
give voting instructions will be sent to persons having voting interests.
 
    Any Fund shares held in the Variable Account for which we do not receive
timely voting instructions, or which are not attributable to Policy owners, will
be voted by us in proportion to the instructions received from all Policy owners
having a voting interest in the Fund. Any Fund shares held by us or any of our
affiliates in general accounts will, for voting purposes, be allocated to all
separate accounts having voting interests in the Fund in proportion to each
account's voting interest in the respective Fund, and will be voted in the same
manner as are the respective account's votes.
 
    Owning the Policy does not give you the right to vote at meetings of our
stockholders.
 
    DISREGARD OF VOTING INSTRUCTIONS. We may, when required by state insurance
regulatory authorities, disregard voting instructions if the instructions
require that the shares be voted so as to cause a change in the
subclassification or investment objective of any Fund or to approve or
disapprove an investment advisory contract for any Fund. In addition, we may
disregard voting instructions in favor of changes initiated by a Policy owner in
the investment policy or the investment adviser of any Fund if we reasonably
disapprove of such changes. A change would be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we determine that the change would have an adverse effect on the Variable
Account in that the proposed investment policy for a Fund may result in
speculative or unsound investments. In the event we do disregard voting
instructions, a summary of that action and the reasons for such action will be
included in the next annual report to owners.
 
GENERAL PROVISIONS
 
BENEFITS AFTER AGE 100
    If either of the Joint Insureds is living after age 100 of the younger Joint
Insured and the Policy is in force, the Death Benefit will be the Accumulation
Value.
 
OWNERSHIP
    While the Surviving Joint Insured is alive, subject to the Policy's
provisions you may:
 
    - Change the amount and frequency of premium payments.
 
    - Change the allocation of premiums.
 
    - Make transfers between accounts.
 
    - Surrender the Policy for cash.
 
                                       36
<PAGE>
    - Make a partial withdrawal for cash.
 
    - Receive a cash loan.
 
    - Assign the Policy as collateral.
 
    - Change the beneficiary.
 
    - Transfer ownership of the Policy.
 
    - Enjoy any other rights the Policy allows.
 
    While both Joint Insureds are alive, subject to this policy's provisions,
you may:
 
    - Change the Death Benefit Option.
 
    - Change the Face Amount.
 
PROCEEDS
    At the Surviving Joint 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 Surviving
      Joint 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 Surviving Joint Insured dies, the Death
Benefit will be paid to you, if surviving, or otherwise to your estate.
 
POSTPONEMENT OF PAYMENTS
    Payments from the Variable Account for Death Benefits, cash surrender,
partial withdrawal, or loans will generally be made within seven days after we
receive all the documents required for the payments.
 
    We may, however, delay making a payment when we are not able to determine
the Variable Accumulation Value because (i) the New York Stock Exchange is
closed, other than customary weekend or holiday closings, or trading on the New
York Stock Exchange is restricted by the SEC, (ii) the SEC by order permits
postponement for the protection of Policyholders, or (iii) an emergency exists,
as determined by the SEC, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to determine the
value of the Variable Account's net assets. Transfers and allocation to and
against any Sub-Account of the Variable Account may also be postponed under
these circumstances.
 
    Any of the payments described above which are made from the Fixed Account
may be delayed up to six months from the date we receive the documents required.
We will pay interest at an effective annual rate of 3.50% from the date of the
request to the date of payment if we delay payment more than 30 days. No
additional interest will be credited to any delayed payments. The time a payment
from the Fixed Account may be delayed and the rate of interest paid on such
amounts may vary among states.
 
SETTLEMENT OPTIONS
    Settlement Options are ways you can choose to have the Policy's proceeds
paid. These options apply to proceeds paid:
 
    - At the Surviving Joint Insured's death.
 
    - On total surrender of the Policy.
 
    The proceeds are paid to one or more payees. The proceeds may be paid in a
lump sum or may be applied to one of the following Settlement Options. Proceeds
will be paid in one sum unless one or
 
                                       37
<PAGE>
   
more Options are requested. A combination of options may be used. At least
$2,500 must be applied to any option for each payee under that option. Under an
installment Option, each payment must be at least $25.00. We may adjust the
interval between payments to make each payment at least $25.00.
    
 
    Proceeds applied to any Option no longer earn interest at the rate applied
to the Fixed Account or participate in the investment performance of the Funds.
 
    Option 1 - Proceeds are left with us to earn interest. Withdrawals and any
    changes are subject to our approval.
 
    Option 2 - Proceeds and interest are paid in equal installments of a
    specified amount until the proceeds and interest are all paid.
 
    Option 3 - Proceeds and interest are paid in equal installments for a
    specified period until the proceeds and interest are all paid.
 
    Option 4 - The proceeds provide an annuity payment with a specified number
    of months "certain". The payments are continued for the life of the primary
    payee. If the primary payee dies before the certain period is over, the
    remaining payments are paid to a contingent payee.
 
    Option 5 - The proceeds provide a life income for two payees. When one payee
    dies, the surviving payee receives two-thirds of the amount of the joint
    monthly payment for life.
 
    Option 6 -- The proceeds are used to provide an annuity based on the rates
    in effect when the proceeds are applied. We do not apply this Option if a
    similar option would be more favorable to the payee at that time.
 
    INTEREST ON SETTLEMENT OPTIONS. We base the interest rate for proceeds
applied under Options 1 and 2 on the interest rate we declare on funds that we
consider to be in the same classification based on the Option, restrictions on
withdrawal, and other factors. The interest rate will never be less than an
effective annual rate of 3.50%.
 
    In determining amounts to be paid under Options 3 and 4, we assume interest
at an effective annual rate of 3.50%. Also, for Option 3 and "certain" periods
under Option 4, we credit any excess interest we may declare on funds that we
consider to be in the same classification based on the Option, restrictions on
withdrawal, and other factors.
 
INCONTESTABILITY
    After the Policy has been in force during both Joint Insured's lifetime for
two years from the Policy's Issue Date, we cannot claim the Policy is void or
refuse to pay any proceeds unless the Policy has lapsed.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death Benefit increase has its own two-year
contestable period measured from the date of the increase.
 
    If the Policy is reinstated, the contestable period is measured from the
date of reinstatement with respect to statements made on the application for
reinstatement.
 
MISSTATEMENT OF AGE AND SEX
    If any Joint Insured's age or sex or both are misstated, the Death Benefit
will be the amount that the most recent cost of insurance would purchase using
the current cost of insurance rate for the correct age and sex.
 
SUICIDE
    If any Joint Insured commits suicide, whether sane or insane, within two
years of the Policy's Issue Date, we do not pay the Death Benefit. Instead, we
refund all premiums paid for the Policy and any attached riders, minus any Loan
Amounts and partial withdrawals.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death Benefit increase has its own two-year
suicide limitation for the proceeds associated with that increase. If any Joint
Insured commits suicide, whether sane or insane, within two years of the
effective date of the increase, we pay the Death Benefit prior to the increase
and refund the cost of insurance for that increase.
 
    In Colorado and North Dakota, the suicide period is shortened to one year.
 
                                       38
<PAGE>
TERMINATION
 
    The Policy terminates when any of the following occurs:
 
    - The Policy lapses. See "Policy Lapse and Reinstatement".
 
    - The Surviving Joint 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.
 
AMENDMENT
    We reserve the right to amend the Policy in order to include any future
changes relating to the following:
 
    - Any SEC rulings and regulations.
 
    - The Policy's qualification for treatment as a life insurance policy under
the following:
     - The Internal Revenue Code of 1986, as amended.
     - Internal Revenue Service rulings and regulations.
     - Any requirements imposed by the Internal Revenue Service.
 
REPORTS
 
    ANNUAL STATEMENT. We will send you an Annual Statement once each year free
of charge, showing the Face Amount, Death Benefit, Accumulation Value, Cash
Surrender Value, Loan Amount, premiums paid, Planned Periodic Premiums, interest
credits, partial withdrawals, transfers, and charges since the last statement.
 
    Additional statements are available upon request. We may make a charge not
to exceed $50.00 for each additional Annual Statement you request.
 
    PROJECTION REPORT. Upon request, we will provide you a report projecting
future results based on the Death Benefit Option you specify, the Planned
Periodic Premiums you specify, the Accumulation Value of your Policy at the end
of the prior Policy Year and any other assumptions specified by you or us
(subject to any SEC limitations). We may make a charge not to exceed $50.00 for
each Projection Report you request.
 
DIVIDENDS
    The Policy does not entitle you to participate in our surplus. We do not pay
you dividends under the Policy.
 
    The Sub-Account receives any dividends paid by the related Fund. Any such
dividend is credited to you through the calculation of the Sub-Account's daily
Unit Value.
 
COLLATERAL ASSIGNMENT
    You may assign the benefits of the Policy as collateral for a debt. This
limits your rights to the Cash Surrender Value and the beneficiary's rights to
the proceeds. An assignment is not binding on us until we receive written
notice.
 
OPTIONAL INSURANCE BENEFITS
   
    The Policy can include additional benefits, in the form of riders to the
Policy, if our requirements for issuing such benefits are met. We currently
offer the following benefit riders although some riders may not be available in
some states.
    
 
    POLICY SPLIT OPTION RIDER (PSO) -- Allows the policyowner to split the
Policy into two individual permanent life insurance policies in the event of a
divorce of the Joint Insureds, dissolution of a business partnership of the
Joint Insureds, or if there is a change in the federal estate tax laws that
would eliminate the unlimited marital deduction or reduce by at least 50% the
estate taxes payable at death. Evidence of insurability on each Joint Insured
may be required to exercise this option.
 
   
    FOUR YEAR TERM RIDER (FTR) -- Provides a four year, level term benefit if
the Surviving Joint Insured dies during the first four Policy Years.
    
 
                                       39
<PAGE>
   
    FIRST TO DIE RIDER (FDR) -- Provides level term insurance coverage on the
first death of the Joint Insureds if death occurs before the end of the term
period.
    
 
   
    EXTENDED DEATH BENEFIT GUARANTEE RIDER (EDB) -- Extends the Death Benefit
Guarantee Period to age 85 of the younger Joint Insured, or age 100 of the
younger Joint Insured, or both, if a higher monthly premium is paid.
    
 
FEDERAL TAX MATTERS
 
    The following discussion is not intended to be a complete description of the
tax status of the Policies. Rather, it provides information about how we believe
the tax laws apply in the most commonly occurring circumstances. The tax
treatment of certain aspects of the Policies, such as surrenders and partial
withdrawals, is uncertain or may be changed by regulations adopted in the
future. For these reasons, Policy owners are advised to consult with their own
tax advisers with regard to the tax implications of the Policies.
 
POLICY PROCEEDS
 
    DEFINITION OF LIFE INSURANCE. In order to qualify as a life insurance
contract for federal tax purposes, the Policy must meet the definition of a life
insurance contract which is set forth in Section 7702 of the Internal Revenue
Code of 1986, as amended (the "Code"). The manner in which Section 7702 should
be applied to certain features of the Policy offered in this Prospectus is not
directly addressed by Section 7702. We nevertheless believe it is reasonable to
conclude that the Policy will meet the Section 7702 definition of a life
insurance contract, so that:
 
    - The Death Benefit should be fully excludable from the gross income of the
      beneficiary under Section 101(a)(1) of the Code; and
 
    - The Policy owner should not be considered in constructive receipt of the
      Cash Value, including increases, until actual cancellation of the Policy.
 
    In the absence of final regulations or other pertinent interpretations of
Section 7702, however, there is necessarily some uncertainty as to whether a
Policy will meet the statutory life insurance contract definition, particularly
if it insures substandard risks. If a Policy were determined not to be a life
insurance contract for purposes of Section 7702, such Policy would not provide
most of the tax advantages normally provided by a life insurance contract.
 
   
    We reserve the right to make changes to the Policy if such changes are
deemed necessary to attempt to assure its qualification as a life insurance
contract.
    
 
    MODIFIED ENDOWMENT CONTRACTS. In 1988 Congress created a new classification
of life insurance policies known as "Modified Endowment Contracts". Policy
loans, partial surrenders and partial withdrawals of cash from a policy which is
classified as a Modified Endowment Contract are taxable as ordinary income to
the Policy owner. Additionally, taxable distributions, if made before the Policy
owner is 59 1/2, are subject to a Federal income tax penalty of 10%.
 
    Modified Endowment Contract classification may be avoided by limiting the
amount of premiums paid under the Policy. If you contemplate a large premium
payment under this Policy, and you wish to avoid Modified Endowment Contract
classification, you may contact us in writing before making the payment and we
will tell you the maximum amount which can be paid into the Policy.
 
    AGGREGATION OF MODIFIED ENDOWMENT CONTRACTS. In the case of a pre-death
distribution (including a loan, partial withdrawal, collateral assignment or
complete surrender) from a Policy that is treated as a modified endowment
contract, a special aggregation requirement may apply for purposes of
determining the amount of the income on the contract. Specifically, if we or any
of our affiliates issue to the same Policy owner more than one modified
endowment contract within a calendar year, then for purposes of measuring the
income on the Policy with respect to a distribution from any of those Policies,
the income on the Policy for all those Policies will be aggregated and
attributed to that distribution.
 
    TAX TREATMENT OF POLICY SPLIT. The Policy Split Option Rider permits a
Policy to be split into two individual Policies upon the occurrence of a divorce
of Joint Insureds or certain changes in federal estate tax law. A policy split
could have adverse tax consequences; for example, it is not clear whether a
policy split will be treated as a nontaxable exchange under Sections 1031
through 1043 of the Code. If a policy split option is not treated as a
nontaxable exchange, a split could result in the recognition of
 
                                       40
<PAGE>
taxable income in an amount up to any gain in the Policy at the time of the
split. In addition, it is not clear whether the individual Policies that result
from a policy split would in all circumstances be treated as life insurance
contracts for federal income tax purposes and, if so treated, whether the
individual contracts would be classified as modified endowment contracts. Before
the Policy owner exercises rights provided by the Policy Split Option Rider, it
is important that he or she consults with a competent tax advisor regarding the
possible consequences of a policy split.
 
    DIVERSIFICATION REQUIREMENTS. Flexible premium variable life insurance
policies such as these Policies will be treated as life insurance contracts if
they meet the definition of a life insurnace contract under the Code and as long
as the separate accounts funding them are "adequately diversified" under section
817(h) of the Code and regulations issued by the Treasury Department. If the
Variable Account is determined to be not adequately diversified, Policy owners
in the Variable Account will be treated as the owners of the underlying assets
and thus currently taxable on earnings and gains. The investment adviser of the
respective mutual fund investment options has responsibility for maintaining the
investment diversification required under the Code.
 
    In connection with the issuance of temporary diversification regulations,
the Treasury Department stated that it anticipates the issuance of regulations
or rulings prescribing the circumstances in which an owner's control of the
investments of a separate account may cause the owner, rather than the insurance
company, to be treated as the owner of the assets in the account. If the Policy
owner is considered the owner of the assets of the separate account, income and
gains from the account would be included in the owner's gross income.
 
    The ownership rights under the Policy offered in 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 Treasury has stated it expects to be
issued. We reserve the right to modify the Policy as necessary to attempt to
prevent the Policy owner from being considered as owner of the assets of the
separate account.
 
    DEATH BENEFITS. The Death Benefit proceeds payable under either the Level
Amount Option or the Variable Amount Option will be excludable from the gross
income of the beneficiary under Section 101(a) of the Code.
 
TAXATION OF DISTRIBUTIONS
 
   
    SURRENDERS AND PARTIAL WITHDRAWALS. A surrender or lapse of the Policy may
have tax consequences. Upon surrender, the owner will not be taxed on the Cash
Surrender Value except for the amount, if any, that exceeds the gross premiums
paid less the untaxed portion of any prior withdrawals. The amount of any Policy
loan will, upon surrender or lapse, be added to the Cash Surrender Value and
treated, for this purpose, as if it had been received. The treatment of a
preferred loan is unclear; such a loan may be considered a withdrawal instead of
an indebtedness of the Policy owner. See "Policy Loans -- Interest". A loss
incurred upon surrender is generally not deductible. The tax consequences of a
surrender may differ if the proceeds are received under any income payment
settlement option.
    
 
   
    A complete surrender of the Policy will, and a partial withdrawal may, under
Section 72(e)(5) of the Code, be included in your gross income to the extent
that the distribution exceeds your investment in the Policy. The treatment of a
preferred loan is unclear, such a loan may be considered a withdrawal instead of
an indebtedness of the Policy owner. Withdrawals or partial surrenders generally
are not taxable unless the total of such withdrawals exceeds total premiums paid
to the date of withdrawal less the untaxed portion of any prior withdrawals.
During the first 15 policy years, however, an additional amount may be taxable
if the partial surrender results in or is necessitated by a reduction in
benefits. A qualified tax adviser should be consulted regarding the tax
consequences of any surrender or partial withdrawal during the first 15 policy
years.
    
 
    The increase in Accumulation Value of the Policy will not be included in
gross income unless and until there is a total surrender or partial withdrawal
under the Policy. A complete surrender of the Policy will, and a partial
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.
 
                                       41
<PAGE>
    The Unemployment Compensation Amendments of 1992 require us to withhold
Federal income tax at the rate of 20% on most distributions from qualified
plans, unless the distribution is an "eligible rollover distribution" as defined
by the Unemployment Compensation Act of 1992 and the Policy owner files a
written request with us for a direct rollover to an individual retirement
account as described in 408(b) of the Code, or as applicable, to another
qualified plan or a Section 403(b) arrangement that accepts rollovers.
 
    POLICY LOANS. Under Section 72(e)(5) of the Code, loans received under the
Policy will be generally recognized as loans for tax purposes and will not be
considered to be distributions subject to tax. Pursuant to Section 163 of the
Code, interest paid to us with respect to the loan may or may not be deductible,
depending upon a number of factors. If the Policy is a Modified Endowment
Contract, a Policy loan or assignment of any portion of the Accumulation Value
will be taxable in an amount equal to the lesser of the amount of the
loan/assignment or the excess of Accumulation Value over the Owner's investment
in the Policy. Due to the complexity of these factors, a Policy owner should
consult a competent tax adviser as to the deductibility of interest paid on any
Policy loans.
 
    OTHER TAXES. Federal estate taxes and state and local estate, inheritance
and other taxes may become due depending on applicable law and your
circumstances or the circumstances of the Policy beneficiary if you or the Joint
Insured dies. Any person concerned about the estate implications of the Policy
should consult a competent tax adviser.
 
TAXATION OF POLICIES HELD BY PENSION AND CERTAIN DEFERRED COMPENSATION PLANS
 
    PENSION AND PROFIT-SHARING PLANS. If a Policy is purchased by a trust which
forms part of a pension or profit-sharing plan qualified under Section 401(a) of
the Code for the benefit of participants covered under the plan, the Federal
income tax treatment of such Policies will be somewhat different from that
described above. A competent tax adviser should be consulted on these matters.
 
    DEFERRED COMPENSATION PLANS FOR PUBLIC EMPLOYEES AND EMPLOYEES OF TAX EXEMPT
ORGANIZATIONS. Section 457 of the Code permits state and local government
employers and tax exempt employers to establish deferred compensation plans for
eligible employees and independent contractors. Eligible plans limit the amount
of compensation which may be deferred. Distribution from eligible plans may
occur only upon the death of the employee, attainment of age 70 1/2, separation
from service or in the event of an unforseeable emergency. Amounts deferred may
be transferred directly to another eligible deferred compensation plan. The
employer will be the Owner and Beneficiary of all policies issued to an eligible
plan. Policies are subject to the claims of the employer's general creditors.
Death Benefit proceeds payable to the employer, some or all of which are
subsequently paid by the employer to the employee's beneficiary under the plan
will not be excludable from gross income under Section 101(a) or Section 101(b)
of the Code and will be taxable as ordinary income. An employee has no present
legal right or vested interest in such policies; an employee is entitled to
distributions only in accordance with eligible plan provisions.
 
TAXATION OF RELIASTAR LIFE INSURANCE COMPANY
    We do not initially expect to incur any income tax burden upon the earnings
or the realized capital gains attributable to the Variable Account. Based on
this expectation, no charge is being made currently to the Variable Account for
Federal income taxes which may be attributable to the Account. If, however, we
determine that we may incur such tax burden, we may assess a charge for such
burden from the Variable Account.
 
    We may also incur state and local taxes, in addition to premium taxes, in
several states. At present these taxes are not significant. If there is a
material change in state or local tax laws, charges for such taxes, if any,
attributable to the Variable Account, may be made.
 
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.
 
                                       42
<PAGE>
DISTRIBUTION OF THE POLICIES
    We intend to sell the Policies in all jurisdictions where we are licensed.
The Policies will be sold by licensed insurance agents who are also registered
representatives of broker-dealers registered with the SEC under the Securities
Exchange Act of 1934 who are members of the National Association of Securities
Dealers, Inc.
 
    The Policies will be distributed by the general distributor, Washington
Square Securities, Inc., (WSSI), a Minnesota corporation, which is an affiliate
of ours. WSSI is a securities broker-dealer registered with the SEC and is a
member of the National Association of Securities Dealers, Inc. It is primarily a
mutual funds dealer and has dealer agreements under which it markets shares of
more than 50 mutual funds. It also markets limited partnerships and other
tax-sheltered or tax-deferred investments, and acts as general distributor
(principal underwriter) for variable annuity products issued by us. The Policies
may also be sold through other broker-dealers authorized by WSSI and applicable
law to do so. Registered representatives of such broker-dealers may be paid on a
different basis than described below.
 
   
    Registered representatives who sell the Policies will receive commissions
based on a commission schedule. In the first Policy Year, commissions generally
will be no more than 40% of the premiums paid up to the annualized Minimum
Monthly Premium, plus 2% of additional premiums. In subsequent Policy Years 2
through 10, commissions generally will be 2% of premiums paid in that year.
Corresponding commissions will be paid upon a requested increase in Face Amount.
In addition, a commission of .10% of the average monthly Accumulation Value
during each Policy Year may be paid. Further, registered representatives may be
eligible to receive certain overrides and other benefits based on the amount of
earned commissions.
    
 
MANAGEMENT
 
   
<TABLE>
<CAPTION>
                          TERM                       PRINCIPAL OCCUPATION
DIRECTORS                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; Director of subsidiaries of ReliaStar Financial
                                    Corp.
Richard R. Crowl             1999   Senior Vice President, General Counsel and Secretary
                                    of ReliaStar Financial Corp. since 1996; Senior Vice
                                    President and General Counsel of ReliaStar Life
                                    Insurance Company since 1996; Executive Vice President
                                    and General Counsel of Washington Square Advisers,
                                    Inc. since 1986; Vice President and Associate General
                                    Counsel of ReliaStar Financial Corp. from 1989 to
                                    1996; Vice President and Associate General Counsel of
                                    ReliaStar Life Insurance Company from 1985 to 1996;
                                    Director and Vice President of subsidiaries of
                                    ReliaStar Financial Corp.
John H. Flittie              1999   Vice Chairman, President and Chief Operating Officer
                                    of ReliaStar Financial Corp. since 1996; President and
                                    Chief Operating Officer of ReliaStar Financial Corp.
                                    and ReliaStar Life Insurance Company since 1993; Vice
                                    Chairman of 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 from 1991 to
                                    1992; Executive Vice President and Chief Financial
                                    Officer from 1989 to 1991; Director of Community First
                                    BankShares, Inc. and subsidiaries of ReliaStar
                                    Financial Corp.
</TABLE>
    
 
                                       43
<PAGE>
   
<TABLE>
<S>                    <C>          <C>
Wayne R. Huneke              1998   Senior Vice President, Chief Financial Officer and
                                    Treasurer of ReliaStar Financial Corp. and ReliaStar
                                    Life Insurance Company since 1994; Vice President,
                                    Treasurer and Chief Accounting Officer from 1990 to
                                    1994; Director of subsidiaries of ReliaStar Financial
                                    Corp.
Kenneth U. Kuk               1997   Senior Vice President of ReliaStar Life Insurance
                                    Company since 1996; Senior Vice President, Strategic
                                    Marketing of ReliaStar Financial Corp. and ReliaStar
                                    Life Insurance Company since 1996; Vice President,
                                    Investments of ReliaStar Financial Corp. from 1991 to
                                    1996; President and Chief Executive Officer of
                                    Washington Square Advisers, Inc. since 1995; Chairman
                                    of ReliaStar Mortgage Corporation since 1988; Director
                                    of National Commercial Finance Association and
                                    subsidiaries of ReliaStar Financial Corp.
William R. Merriam           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, Technology of ReliaStar
                                    Financial Corp. and ReliaStar Life Insurance Company
                                    since 1996; Senior Vice President, Individual Division
                                    of ReliaStar Life Insurance Company since 1996; Senior
                                    Vice President, Strategic Marketing and Technology of
                                    ReliaStar Financial Corp. and ReliaStar Life Insurance
                                    Company from 1994 to 1996; Senior Vice President and
                                    Chief Financial Officer from 1992 to 1994; Executive
                                    Vice President of Ameritrust Corporation from 1988 to
                                    1992; Director of subsidiaries of ReliaStar Financial
                                    Corp.
Donald L. Swanson            1997   Senior Vice President, ReliaStar Retirement Plans of
                                    ReliaStar Life Insurance Company since 1993; Vice
                                    President from 1990 to 1993.
John G. Turner               1998   Chairman and Chief Executive Officer of ReliaStar
                                    Financial Corp. and ReliaStar Life Insurance Company
                                    since 1993; Chairman of 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 from 1991 to
                                    1993; President and Chief Operating Officer from 1989
                                    to 1991; President and Chief Operating Officer of
                                    ReliaStar Life Insurance Company from 1986 to 1991;
                                    Director of subsidiaries of ReliaStar Financial Corp.
Steven W. Wishart            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.
    
 
                                       44
<PAGE>
EXECUTIVE OFFICERS
 
   
<TABLE>
<S>                              <C>
John G. Turner                   Chairman and Chief Executive Officer
John H. Flittie                  Vice Chairman, President and Chief Operating Officer
R. Michael Conley                Senior Vice President
Richard R. Crowl                 Senior Vice President and General Counsel
Wayne R. Huneke                  Senior Vice President, Chief Financial Officer and
                                 Treasurer
Kenneth U. Kuk                   Senior Vice President
Robert C. Salipante              Senior Vice President
Donald L. Swanson                Senior Vice President
Steven W. Wishart                Senior Vice President and Chief Investment Officer
</TABLE>
    
 
    All of the foregoing executive officers have been officers or employees of
ours for the past five years, except Mr. Salipante. Mr. Salipante became
employed with the Company on July 6, 1992. Prior to joining the Company, Mr.
Salipante was Executive Vice President of the Banking Services Group of
Ameritrust Corp.
 
STATE REGULATION
 
    We are subject to the laws of the State of Minnesota governing insurance
companies and to regulation and supervision by the Insurance Division of the
State of Minnesota. An annual statement in a prescribed form is filed with the
Insurance Division each year, and in each state we do business, covering our
operations for the preceding year and our financial condition as of the end of
that year. Our books and accounts are subject to review by the Insurance
Division and a full examination of our operations is conducted periodically
(usually every three years) by the National Association of Insurance
Commissioners. This regulation does not, however, involve supervision or
management of our investment practices or policies.
 
    In addition, we are subject to regulation under the insurance laws of other
jurisdictions in which we operate.
 
    We are also subject to supervision and verification by the State of
Minnesota regarding participating business allocated to the Participation Fund
Account, which was established in connection with the reorganization and
demutualization of the Company in 1989. The Participation Fund Account was
established for the purpose of maintaining the dividend practices relative to
certain policies previously issued by the Company's former Mutual Department.
The Participation Fund Account is not a separate account as described under
Minnesota Statutes Chapter 61A. An annual examination of the Participation Fund
Account is made by independent consulting actuaries representing the Insurance
Division of the State of Minnesota.
 
MONTANA RESIDENTS
 
    All Policy provisions described in the prospectus that are based on the sex
of the Joint Insured should be disregarded. This Policy will be issued on a
unisex basis.
 
   
    References made to the rates and mortality tables applicable to this Policy
are to be disregarded and substituted with an 80% male 20% female blend of the
1980 Commissioner's Standard Ordinary Smoker and Non-Smoker Mortality Tables,
Age Last Birthday.
    
 
LEGAL PROCEEDINGS
 
    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
    
 
                                       45
<PAGE>
   
Company included in this Prospectus have been audited by Deloitte & Touche, LLP,
independent auditors, as stated in their reports which are included herein, and
have been so included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
    
 
    Actuarial matters included in this Prospectus have been examined by Craig A.
Krogstad, F.S.A., M.A.A.A., as stated in the opinion filed as an exhibit to the
Registration Statement.
 
REGISTRATION STATEMENT CONTAINS FURTHER INFORMATION
 
    A Registration Statement has been filed with the SEC under the Securities
Act of 1933 with respect to the Policies. This Prospectus does not contain all
information included in the Registration Statement, its amendments and exhibits.
For further information concerning the Variable Account, the Funds, the Policies
and us, please refer to the Registration Statement.
 
    Statements in this Prospectus concerning provisions of the Policy and other
legal documents are summaries. Please refer to the documents as filed with the
SEC for a complete statement of the provisions of those documents.
 
    Information may be obtained from the SEC's principal office in Washington,
D.C., for a fee it prescribes, or examined there without charge.
 
FINANCIAL STATEMENTS
 
   
    The financial statements for the Variable Account reflect the operations of
the Variable Account and its Sub-Accounts as of December 31, 1996 and for each
of the three years in the period then ended. Although the financial statements
are audited, the periods they cover are not necessarily indicative of the longer
term performance of the assets held in the Variable Account.
    
 
    The financial statements of ReliaStar Life Insurance Company which are
included in this Prospectus should be distinguished from the financial
statements of the Variable Account and should be 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.
 
                                       46
<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
    
 
                                       47
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                      STATEMENT OF ASSETS AND LIABILITIES
    
 
   
                               December 31, 1996
                   (In Thousands, Except Share and Unit Data)
    
 
   
 
<TABLE>
<CAPTION>
                                 FIDELITY'S      FIDELITY'S     FIDELITY'S      FIDELITY'S
                                    VIPF            VIPF           VIPF            VIPF
                                MONEY MARKET    HIGH INCOME    EQUITY-INCOME      GROWTH
ASSETS:                           PORTFOLIO      PORTFOLIO       PORTFOLIO      PORTFOLIO
- ------------------------------  -------------  --------------  -------------  --------------
<S>                             <C>            <C>             <C>            <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)                           $8,331
  High Income Portfolio
    1,174,765 shares (cost
    $13,271)                                         $14,708
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)                                                        $58,229
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)                                                                        $76,996
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)
  Growth and Income Fund
    470,133 shares (cost
    $9,975)
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)
  Voyager Fund
    872,112 shares (cost
    $25,432)
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                -------------  --------------  -------------  --------------
  Total Assets                        $8,331         $14,708        $58,229         $76,966
                                -------------  --------------  -------------  --------------
                                -------------  --------------  -------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risk:                           $5             $13            $22             $48
Policyowners' Equity:                  8,326          14,695         58,207          76,918
                                -------------  --------------  -------------  --------------
  Total Liabilities and
    Policyowners' Equity              $8,331         $14,708        $58,229         $76,966
                                -------------  --------------  -------------  --------------
                                -------------  --------------  -------------  --------------
  Units Outstanding:             654,425.374     773,942.356   2,622,030.390  3,452,718.980
Net Asset Value per Unit:
  Select*Life I                   $15.890521      $25.660930     $27.587247      $29.496120
  Select*Life Series 2000         $11.630991      $13.428116     $16.455088      $15.517378
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       48
<PAGE>
 
   
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                                  FIDELITY'S VIPF
                                  FIDELITY'S    FIDELITY'S VIPF          II         FIDELITY'S VIPF   FIDELITY'S VIPF
                                     VIPF              II            INVESTMENT            II                II
                                   OVERSEAS      ASSET MANAGER       GRADE BOND        INDEX 500         CONTRAFUND
                                  PORTFOLIO        PORTFOLIO         PORTFOLIO         PORTFOLIO         PORTFOLIO
                                --------------  ----------------  ----------------  ----------------  ----------------
<S>                             <C>             <C>               <C>               <C>               <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)
  High Income Portfolio
    1,174,765 shares (cost
    $13,271)
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)                          $22,958
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)                                           $28,756
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)                                                               $3,222
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)                                                                                 $7,585
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)                                                                                                  $10,173
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)
  Growth and Income Fund
    470,133 shares (cost
    $9,975)
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)
  Voyager Fund
    872,112 shares (cost
    $25,432)
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                --------------  ----------------  ----------------  ----------------  ----------------
  Total Assets                        $22,958          $28,756            $3,222            $7,585           $10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
                                --------------  ----------------  ----------------  ----------------  ----------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risk:                           $10              $13                $1                $2                $-
Policyowners' Equity:                  22,948           28,743             3,221             7,583            10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
  Total Liabilities and
    Policyowners' Equity              $22,958          $28,756            $3,222            $7,585           $10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
                                --------------  ----------------  ----------------  ----------------  ----------------
  Units Outstanding:            1,536,316.506    1,892,481.312       247,189.999       441,948.368       686,514.792
Net Asset Value per Unit:
  Select*Life I                    $18.132967       $17.774921        $14.638773        $17.724683                $-
  Select*Life Series 2000          $12.518269       $12.498123        $11.631128        $16.991905        $14.817873
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       49
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                 STATEMENT OF ASSETS AND LIABILITIES, Continued
    
 
   
                               December 31, 1996
                   (In Thousands, Except Share and Unit Data)
    
 
   
 
<TABLE>
<CAPTION>
                                                                  PUTNAM'S VT
                                 PUTNAM'S VT     PUTNAM'S VT       UTILITIES
                                 DIVERSIFIED      GROWTH AND        GROWTH        PUTNAM'S VT
                                    INCOME          INCOME        AND INCOME        VOYAGER
ASSETS:                              FUND            FUND            FUND             FUND
- ------------------------------  --------------  --------------  ---------------  --------------
<S>                             <C>             <C>             <C>              <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)
  High Income Portfolio
    1,174,765 shares (cost
    13,271)
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)                            $1,396
  Growth and Income Fund
    470,133 shares (cost
    $9,975)                                           $11,547
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)                                                             $1,551
  Voyager Fund
    872,112 shares (cost
    $25,432)                                                                           $28,370
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                --------------  --------------  ---------------  --------------
  Total Assets                         $1,396         $11,547           $1,551         $28,370
                                --------------  --------------  ---------------  --------------
                                --------------  --------------  ---------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risks:                           $1              $-               $4              $6
Policyowners' Equity:                   1,395          11,547            1,547          28,364
                                --------------  --------------  ---------------  --------------
  Total Liabilities and
    Policyowners' Equity               $1,396         $11,547           $1,551         $28,370
                                --------------  --------------  ---------------  --------------
                                --------------  --------------  ---------------  --------------
  Units Outstanding:              112,611.941     691,973.875      107,970.108   1,750,710.230
Net Asset Value per Unit:
  Select*Life I                    $12.597066      $16.669506       $14.583970      $16.420248
  Select*Life Series 2000          $12.377481      $16.688048       $14.292632      $16.172504
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       50
<PAGE>
 
   
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                 PUTNAM'S VT     PUTNAM'S VT    NORTHSTAR'S
                                 ASIA PACIFIC        NEW          INCOME        NORTHSTAR'S
                                    GROWTH      OPPORTUNITIES   AND GROWTH   MULTI-SECTOR BOND
                                     FUND            FUND          FUND            FUND             TOTAL
                                --------------  --------------  -----------  -----------------  --------------
<S>                             <C>             <C>             <C>          <C>                <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)                                                                                             $8,331
  High Income Portfolio
    1,174,765 shares (cost
    13,271)                                                                                             14,708
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)                                                                                            58,229
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)                                                                                            76,966
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)                                                                                            22,958
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)                                                                                            28,756
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)                                                                                              3,222
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)                                                                                              7,585
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)                                                                                             10,173
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)                                                                                              1,396
  Growth and Income Fund
    470,133 shares (cost
    $9,975)                                                                                             11,547
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)                                                                                              1,551
  Voyager Fund
    872,112 shares (cost
    $25,432)                                                                                            28,370
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)                            $1,608                                                            1,608
  New Opportunities Fund
    587,344 shares (cost
    $10,080)                                          $10,114                                           10,114
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)                                          $590                                590
  Multi-Sector Bond Fund
    56,204 shares (cost $292)                                                           $295               295
                                --------------  --------------  -----------  -----------------  --------------
  Total Assets                         $1,608         $10,114          $590             $295          $286,399
                                --------------  --------------  -----------  -----------------  --------------
                                --------------  --------------  -----------  -----------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risks:                           $-              $1            $-               $-              $126
Policyowners' Equity:                   1,608          10,113           590              295          $286,273
                                --------------  --------------  -----------  -----------------  --------------
  Total Liabilities and
    Policyowners' Equity               $1,608         $10,114          $590             $295          $286,399
                                --------------  --------------  -----------  -----------------  --------------
                                --------------  --------------  -----------  -----------------  --------------
  Units Outstanding:              144,086.091     681,263.859    42,551.251       22,576.638    15,861,312.069
Net Asset Value per Unit:
  Select*Life I                            $-              $-            $-               $-
  Select*Life Series 2000          $11.161174      $14.844820    $13.870191       $13.078392
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       51
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                      STATEMENT OF OPERATIONS AND CHANGES
    
   
                            IN POLICYOWNERS' EQUITY
    
   
                                 (In Thousands)
    
 
   
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                                   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                                                       1996           1995           1994
                                                                                   -------------  -------------  -------------
<S>                                                                                <C>            <C>            <C>
Net investment income:
  Reinvested dividend income.....................................................       $2,990         $2,259         $1,454
  Reinvested capital gains.......................................................        8,110          1,456          2,880
  Mortality and expense risk charge..............................................       (1,935)        (1,186)          (692)
                                                                                   -------------  -------------  -------------
    Net investment income and capital gains......................................        9,165          2,529          3,642
                                                                                   -------------  -------------  -------------
Realized and unrealized gains (losses):
  Net realized gains on redemptions of fund shares...............................        3,085          1,345            896
  Increase (decrease) in unrealized appreciation of investments..................       15,731         27,857         (4,458)
                                                                                   -------------  -------------  -------------
    Net realized and unrealized gains (losses)...................................       18,816         29,202         (3,562)
                                                                                   -------------  -------------  -------------
      Net additions from operations..............................................       27,981         31,731             80
                                                                                   -------------  -------------  -------------
Policyowner transactions:
  Net premium payments...........................................................      108,108         66,506         49,268
  Transfers from (to) Fixed Accounts.............................................           95           (401)           (35)
  Policy loans...................................................................       (2,266)        (1,582)          (781)
  Loan collateral interest crediting.............................................          174            101             69
  Surrenders.....................................................................       (5,080)        (3,576)        (2,080)
  Death benefits.................................................................         (203)          (220)           (87)
  Cost of insurance charges......................................................      (19,202)       (12,860)        (8,762)
  Death benefit guarantee charges................................................         (459)          (488)          (531)
  Monthly expense charges........................................................       (2,932)        (1,831)        (1,057)
                                                                                   -------------  -------------  -------------
    Additions for policyowner transactions.......................................       78,235         45,649         36,004
                                                                                   -------------  -------------  -------------
      Net additions for the year.................................................      106,216         77,380         36,084
Policyowners' Equity, beginning of the year......................................      180,057        102,677         66,593
                                                                                   -------------  -------------  -------------
Policyowners' Equity, end of the year............................................     $286,273       $180,057       $102,677
                                                                                   -------------  -------------  -------------
                                                                                   -------------  -------------  -------------
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       52
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                         NOTES TO FINANCIAL STATEMENTS
    
 
   
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    
   
  ORGANIZATION AND CONTRACTS:
  ReliaStar Select*Life Variable Account (the "Account") is a separate account
  of ReliaStar Life Insurance Company ("ReliaStar Life"), a wholly owned
  subsidiary of ReliaStar Financial Corp (formerly The NWNL Companies, Inc.).
  The Account is registered as a unit investment trust under the Investment
  Company Act of 1940.
    
 
   
  Payments received under the contracts are allocated to Sub-Accounts of the
  Account, each of which invested in one of the Funds listed below during the
  year:
    
 
   
<TABLE>
<CAPTION>
FIDELITY'S VIPF AND VIPF II:                PUTNAM VT:                                  NORTHSTAR FUNDS:
- ------------------------------------------  ------------------------------------------  ------------------------------------------
<S>                                         <C>                                         <C>
Money Market Portfolio                      Diversified Income Fund                     Income and Growth Fund
High Income Portfolio                       Growth and Income Fund                      Multi-Sector Bond Fund
Equity-Income Portfolio                     Utilities Growth and Income Fund
Growth Portfolio                            Voyager Fund
Overseas Portfolio                          Asia Pacific Growth Fund
Asset Manager Portfolio                     New Opportunities Fund
Investment Grade Bond Portfolio
Index 500 Portfolio
Contrafund Portfolio
</TABLE>
    
 
   
  Northstar Investment Management Corporation, an affiliate of ReliaStar Life,
  is the investment adviser for the two Northstar Funds and is paid fees for its
  services by the Northstar Funds. Fidelity Management & Research Company is the
  investment adviser for Fidelity's VIPF and VIPF II and is paid for its
  services by the VIPF and VIPF II Portfolios. Putnam Investment Management,
  Inc. is the investment adviser for the Putnam VT Funds and is paid fees for
  its services by the Putnam VT Funds. On May 3, 1993, ReliaStar Life added the
  Sub-Account investing in the VIPF II Index 500 Portfolio. On January 1, 1994,
  Sub-Accounts investing in Putnam VT's Diversified Income Fund, Growth and
  Income Fund, Utilities Growth and Income Fund and Voyager Fund were made
  available through the Select*Life Series 2000 policies and on May 2, 1994,
  Sub-Accounts investing in these Putnam VT Funds were made available to
  Select*Life I policies. On December 30, 1994, Sub-Accounts investing in the
  Northstar Funds were made available to Select*Life Series 2000 policies. On
  April 30, 1995 Sub-Accounts investing in the VIPF II Contrafund Portfolio, the
  Putnam VT Asia Pacific Growth Fund and the Putnam VT New Opportunities Fund
  were made available to Select*Life Series 2000 policies.
    
 
   
  SECURITIES VALUATION AND TRANSACTIONS:
  The market value of investments in the Sub-Accounts is based on the closing
  net asset values of the Fund shares held at the end of the period. Investment
  transactions are accounted for on the trade date (date the order to purchase
  or redeem is executed) and dividend income and capital distributions are
  recorded on the ex-dividend date. Net realized gains and losses on redemptions
  of shares of the Funds are determined on the basis of specific identification
  of Fund's share costs. Net investment income and realized and unrealized gain
  (loss) on investments of each Sub-Account are allocated to the Policies on
  each valuation date based on each policy's pro-rata share of the net assets of
  each Sub-Account as of the beginning of the valuation period.
    
 
   
2. FEDERAL INCOME TAXES:
    
   
  Under current tax law, the income, gains and losses from the separate account
  investments are not taxable to either the Account or ReliaStar Life.
    
 
   
3. POLICY CHARGES:
    
   
  Certain charges are made by ReliaStar Life to Policyowners' Variable
  Accumulation Values in the Account in accordance with the terms of the
  Policies. These charges may include: Cost of Insurance, computed as set forth
  in the Policies; a Monthly Expense Charge as set forth in the Policies: Death
  Benefit Guarantee Charge; Optional Insurance benefit charges based upon the
  policy terms for optional benefits; and Surrender Charges and Sales Charge
  Refunds, as set forth in the Policies.
    
 
   
4. RELIASTAR LIFE'S SELECT FUNDS:
    
   
  On May 1, 1995, Select Capital Growth Fund, Inc. ("SCG") and Select Managed
  Fund, Inc. ("SMF") were liquidated, and Policy Owners' values in the
  Sub-Accounts investing in SCG and SMF were transferred to the Sub-Accounts
  investing in shares of the VIPF Growth Portfolio and VIPF II Asset Manager
  Portfolio, respectively.
    
 
                                       53
<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>
    
 
                                       54
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                       SELECT                                   FIDELITY'S VIPF
                                                       MANAGED                                   MONEY MARKET
                                                     FUND, INC.                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........             $-         $4,660           $820         $7,266         $2,499         $1,572
Cost...............................              -          4,677            741          7,266          2,499          1,572
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $-           $(17)           $79             $-             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                       GROWTH                                      OVERSEAS
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........         $2,114           $967         $1,007         $1,483         $1,486           $729
Cost...............................          1,134            538            717          1,129          1,219            606
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $980           $429           $290           $354           $267           $123
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF II                           FIDELITY'S VIPF II
                                                      INDEX 500                                   CONTRAFUND
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $261           $208            $53           $235            $92             $-
Cost...............................            181            168             53            210             79              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $80            $40             $-            $25            $13             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       55
<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>
    
 
                                       56
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                             UTILITIES GROWTH AND INCOME                            VOYAGER
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $354           $184            $49           $517           $154            $13
Cost...............................            283            164             48            348            126             13
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $71            $20             $1           $169            $28             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     NORTHSTAR'S                                  NORTHSTAR'S
                                                  INCOME AND GROWTH                            MULTI-SECTOR BOND
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........            $30             $3             $-            $30            $44             $-
Cost...............................             28              3              -             29             44              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $2             $-             $-             $1             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       57
<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>
    
 
                                       58
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                    MONEY MARKET                                  HIGH INCOME
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding, beginning of
  year.............................    454,516.667    240,089.964    156,045.604    577,083.123    397,251.963    254,797.519
Units purchased....................    680,738.566    409,244.895    165,487.964    307,417.472    262,813.321    211,773.478
Units redeemed.....................    (88,518.792)   (51,202.041)   (28,807.773)   (91,762.343)   (82,813.141)   (56,358.865)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................   (392,311.067)  (143,616.151)   (52,635.831)   (18,795.895)      (169.020)   (12,960.169)
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding, end of year.....    654,425.374    454,516.667    240,089.964    773,942.356    577,083.123    397,251.963
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
 
<CAPTION>
                                                   FIDELITY'S VIPF
                                                    EQUITY-INCOME
                                                      PORTFOLIO
                                     -------------------------------------------
                                      Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>
Units outstanding, beginning of
  year.............................  2,023,713.030  1,463,010.155  1,055,644.747
Units purchased....................    931,595.789    749,089.473    601,244.662
Units redeemed.....................   (293,135.228)  (256,323.181)  (192,736.128)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    (40,143.201)    67,936.583     (1,143.126)
                                     -------------  -------------  -------------
Units outstanding, end of year.....  2,622,030.390  2,023,713.030  1,463,010.155
                                     -------------  -------------  -------------
                                     -------------  -------------  -------------
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                  FIDELITY'S VIPF II                             FIDELITY'S VIPF II
                                                     ASSET MANAGER                                INVESTMENT GRADE
                                                       PORTFOLIO                                   BOND PORTFOLIO
                                    -----------------------------------------------  ------------------------------------------
                                      Year ended       Year ended      Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,         Dec. 31,        Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996             1995            1994           1996           1995           1994
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
<S>                                 <C>              <C>              <C>            <C>            <C>            <C>
Units outstanding, beginning of
  year.............................  1,704,151.254    1,132,373.018    397,491.821    214,771.624    153,890.893    73,061.118
Units purchased....................    516,081.976      711,584.303    860,156.216     83,199.869     89,695.793    93,970.791
Units redeemed.....................   (233,834.183)    (245,931.324)  (135,570.699)   (26,334.967)   (25,144.781)  (15,634.489)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    (93,917.735)     106,125.257     10,295.680    (24,446.527)    (3,670.281)    2,493.473
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
Units outstanding,
  end of year......................  1,892,481.312    1,704,151.254   1,132,373.018   247,189.999    214,771.624   153,890.893
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
 
<CAPTION>
                                                FIDELITY'S VIPF II
                                                     INDEX 500
                                                     PORTFOLIO
                                     -----------------------------------------
                                      Year ended     Year ended    Year ended
                                       Dec. 31,       Dec. 31,      Dec. 31,
                                         1996           1995          1994
                                     -------------  ------------  ------------
<S>                                 <C>             <C>           <C>
Units outstanding, beginning of
  year.............................   181,509.017    70,686.713    23,356.992
Units purchased....................   235,038.604   108,548.505    53,563.087
Units redeemed.....................   (42,862.946)  (20,962.032)   (8,321.224)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    68,263.694    23,235.831     2,087.858
                                     -------------  ------------  ------------
Units outstanding,
  end of year......................   441,948.368   181,509.017    70,686.713
                                     -------------  ------------  ------------
                                     -------------  ------------  ------------
</TABLE>
    
 
                                       59
<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>
    
 
                                       60
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                                  GROWTH AND INCOME                          UTILITIES GROWTH AND
                                                        FUND                                      INCOME FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................    282,045.753     64,421.965              -     81,748.531     46,807.467              -
Units purchased....................    406,240.138    209,131.345     61,265.475     52,797.542     47,951.821     30,500.830
Units reedeemed....................    (74,223.988)   (32,341.113)    (6,093.938)   (16,817.701)   (10,123.479)    (3,408.255)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     77,911.972     40,833.556      9,250.428     (9,758.265)    (2,887.278)    19,714.892
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................    691,973.875    282,045.753     64,421.965    107,970.108     81,748.531     46,807.467
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
 
<CAPTION>
                                                     PUTNAM'S VT
                                                       VOYAGER
                                                        FUND
                                     -------------------------------------------
                                      Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>
Units outstanding,
  beginning of year................    781,013.273    199,880.663              -
Units purchased....................  1,040,657.483    611,602.541    191,562.886
Units reedeemed....................   (220,017.675)  (101,392.794)   (18,498.061)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    149,057.148     70,922.863     26,815.838
                                     -------------  -------------  -------------
Units outstanding,
  end of year......................  1,750,710.230    781,013.273    199,880.663
                                     -------------  -------------  -------------
                                     -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     NORTHSTAR'S                                  NORTHSTAR'S
                                                  INCOME AND GROWTH                            MULTI-SECTOR BOND
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................      8,746.326              -              -      9,904.096              -              -
Units purchased....................     33,180.420      6,057.272              -     10,103.684      3,255.666              -
Units redeemed.....................     (3,841.706)      (537.367)             -     (1,468.579)      (424.093)             -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................      4,466.211      3,226.421              -      4,037.437      7,072.523              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................     42,551.251      8,746.326              -     22,576.638      9,904.096              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       61
<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>
    
 
                                       62
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                FIDELITY'S
                                  VIPF II                              PUTNAM'S     PUTNAM'S
                                INVESTMENT   FIDELITY'S  FIDELITY'S       VT           VT
                                   GRADE      VIPF II      VIPF II    DIVERSIFIED  GROWTH AND
                                   BOND      INDEX 500   CONTRAFUND     INCOME       INCOME
                                 PORTFOLIO   PORTFOLIO    PORTFOLIO      FUND         FUND
                                -----------  ----------  -----------  ----------  ------------
<S>                             <C>          <C>         <C>          <C>         <C>
Net investment income:
  Reinvested dividend
    income....................        $139         $33           $-         $63          $117
  Reinvested capital gains....           -          84           22           -           204
  Mortality and expense risk
    charge....................         (24)        (40)         (48)        (10)          (60)
                                -----------  ----------  -----------  ----------  ------------
      Net investment income
        (loss)
        and capital gains.....         115          77          (26)         53           261
                                -----------  ----------  -----------  ----------  ------------
Realized and unrealized gains
  (losses):
  Net realized gains on
    redemptions
    of fund shares............          12          80           25          10           125
  Increase (decrease) in
    unrealized
    appreciation on
    investments...............         (51)        793        1,155          25         1,043
                                -----------  ----------  -----------  ----------  ------------
      Net realized and
        unrealized gains
        (losses)..............         (39)        873        1,180          35         1,168
                                -----------  ----------  -----------  ----------  ------------
        Net additions
          from operations.....          76         950        1,154          88         1,429
                                -----------  ----------  -----------  ----------  ------------
Policyowner transactions:
  Net premium payments........         986       3,577        7,406         696         6,047
  Transfers from (to) Fixed
    Account...................        (300)      1,125          730         (65)        1,274
  Policy loans................         (19)         (9)         (21)         (4)          (38)
  Loan collateral interest
    crediting.................           1           1            -           -             1
  Surrenders..................         (47)        (76)         (60)        (17)         (109)
  Death benefits..............          (5)         (4)           -          (1)           (5)
  Cost of insurance charges...        (211)       (447)        (837)        (92)         (784)
  Death benefit guarantee
    charges...................          (6)         (5)           -          (1)           (2)
  Monthly expense charges.....         (27)        (86)        (155)        (15)         (130)
                                -----------  ----------  -----------  ----------  ------------
      Net additions for
        policyowner
        transactions..........         372       4,076        7,063         501         6,254
                                -----------  ----------  -----------  ----------  ------------
        Net additions
          for the year........         448       5,026        8,217         589         7,683
Policyowners' Equity,
  beginning of the year.......       2,773       2,557        1,956         806         3,864
                                -----------  ----------  -----------  ----------  ------------
Policyowners' Equity,
  end of the year.............      $3,221      $7,583      $10,173      $1,395       $11,547
                                -----------  ----------  -----------  ----------  ------------
                                -----------  ----------  -----------  ----------  ------------
</TABLE>
    
 
                                       63
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
7. COMBINING STATEMENT OF OPERATIONS AND CHANGES IN POLICYOWNERS' EQUITY
   (CONTINUED):
    
   
   Operations and changes in Policyowners' equity for the year ended December
   31, 1996 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                              PUTNAM'S
                                                  PUTNAM'S                       VT         PUTNAM'S
                                                     VT          PUTNAM'S       ASIA           VT        NORTHSTAR'S  NORTHSTAR'S
                                              UTILITIES GROWTH      VT         PACIFIC         NEW       INCOME AND   MULTI-SECTOR
                                                 AND INCOME       VOYAGER      GROWTH     OPPORTUNITIES    GROWTH         BOND
                                                    FUND           FUND         FUND          FUND          FUND          FUND
                                              ----------------  -----------  -----------  -------------  -----------  ------------
<S>                                           <C>               <C>          <C>          <C>            <C>          <C>
Net investment income:
  Reinvested dividend income................     $       41      $      48    $       8     $       -     $      13    $       14
  Reinvested capital gains..................              -            811            -             -            38             5
  Mortality and expense risk charge.........            (11)          (171)          (8)          (44)           (3)           (1)
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net investment income
        (loss) and capital gains............             30            688            -           (44)           48            18
                                                   --------     -----------  -----------  -------------  -----------  ------------
Realized and unrealized gains (losses):
  Net realized gains on
    redemptions of fund shares..............             71            169           14            99             2             1
  Increase (decrease) in unrealized
    appreciation on investments.............             83            921           54           (86)           (2)            3
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net realized and
        unrealized gains....................            154          1,090           68            13             -             4
                                                   --------     -----------  -----------  -------------  -----------  ------------
        Net additions (reductions)
          from operations...................            184          1,778           68           (31)           48            22
                                                   --------     -----------  -----------  -------------  -----------  ------------
Policyowner transactions:
  Net premium payments......................            663         16,198        1,193         8,025           413           124
  Transfers (to) from Fixed Account.........           (104)         2,466          204         1,664            68            52
  Policy loans..............................            (36)          (187)          (2)           (8)            -             -
  Loan collateral interest crediting........              1              6            -             -             -             -
  Surrenders................................            (35)          (395)          (5)          (64)            -             -
  Death benefits............................             (4)            (6)           -             -             -             -
  Cost of insurance charges.................           (117)        (2,268)        (130)         (804)          (39)          (15)
  Death benefit guarantee charges...........             (1)            (8)           -             -             -             -
  Monthly expense charges...................            (19)          (430)         (21)         (154)           (7)           (2)
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net additions for
        policyowner transactions............            348         15,376        1,239         8,659           435           159
                                                   --------     -----------  -----------  -------------  -----------  ------------
        Net additions
          for the year......................            532         17,154        1,307         8,628           483           181
 
Policyowners' Equity,
  beginning of the year.....................          1,015         11,210          301         1,485           107           114
                                                   --------     -----------  -----------  -------------  -----------  ------------
Policyowners' Equity,
  end of the year...........................     $    1,547      $  28,364    $   1,608     $  10,113     $     590    $      295
                                                   --------     -----------  -----------  -------------  -----------  ------------
                                                   --------     -----------  -----------  -------------  -----------  ------------
</TABLE>
    
 
                                       64
<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
    
 
                                       65
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                          CONSOLIDATED BALANCE SHEETS
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                           DECEMBER 31
                                                                       --------------------
                                                   ASSETS                1996       1995
                                                                       ---------  ---------
<S>                                                                    <C>        <C>
Investments
  Fixed Maturity Securities (Amortized Cost: 1996, $8,993.5; 1995,
   $8,485.4).........................................................  $ 9,298.2  $ 9,053.7
  Equity Securities (Cost: 1996, $32.0; 1995, $34.8).................       36.9       35.9
  Mortgage Loans on Real Estate......................................    1,855.4    1,948.4
  Real Estate and Leases.............................................       77.5       97.9
  Policy Loans.......................................................      549.0      499.8
  Other Invested Assets..............................................       60.2       47.0
  Short-Term Investments.............................................       99.3      122.4
                                                                       ---------  ---------
    Total Investments................................................   11,976.5   11,805.1
Cash.................................................................       15.9       43.0
Accounts and Notes Receivable........................................      136.9      150.9
Reinsurance Receivable...............................................      199.0      162.9
Deferred Policy Acquisition Costs....................................    1,006.0      860.7
Present Value of Future Profits......................................      220.2      192.0
Property and Equipment, Net..........................................      118.2      122.6
Accrued Investment Income............................................      164.7      164.7
Other Assets.........................................................      319.5      275.0
Participation Fund Account Assets....................................      316.2      319.6
Assets Held in Separate Accounts.....................................    2,096.0    1,369.0
                                                                       ---------  ---------
    Total Assets.....................................................  $16,569.1  $15,465.5
                                                                       ---------  ---------
                                                                       ---------  ---------
 
                                        LIABILITIES
Future Policy and Contract Benefits..................................  $11,332.2  $11,033.2
Pending Policy Claims................................................      287.6      257.7
Other Policyholder Funds.............................................      190.6      174.4
Notes and Mortgages Payable - Unaffiliated...........................      170.8      144.6
Note Payable - Parent................................................      100.0      100.0
Income Taxes.........................................................      135.3      169.2
Other Liabilities....................................................      338.4      328.9
Participation Fund Account Liabilities...............................      316.2      319.6
Liabilities Related to Separate Accounts.............................    2,090.5    1,362.9
                                                                       ---------  ---------
    Total Liabilities................................................   14,961.6   13,890.5
                                                                       ---------  ---------
 
                                   SHAREHOLDER'S EQUITY
Common Stock (2.0 Million Shares Issued in 1996 and 1995)............        2.5        2.5
Additional Paid-In Capital...........................................      538.9      538.9
Net Unrealized Investment Gains......................................      140.8      246.8
Retained Earnings....................................................      925.3      786.8
                                                                       ---------  ---------
    Total Shareholder's Equity.......................................    1,607.5    1,575.0
                                                                       ---------  ---------
      Total Liabilities and Shareholder's Equity.....................  $16,569.1  $15,465.5
                                                                       ---------  ---------
                                                                       ---------  ---------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       66
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                       CONSOLIDATED STATEMENTS OF INCOME
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
                                                                                              1996        1995
                                                                                           ----------  ----------
<S>                                                                                        <C>         <C>
REVENUES
Premiums.................................................................................  $    836.9  $    851.5
Net Investment Income....................................................................       937.2       890.3
Realized Investment Gains................................................................        11.2         7.4
Policy and Contract Charges..............................................................       245.9       218.5
Other Income.............................................................................        81.8        94.4
                                                                                           ----------  ----------
    Total................................................................................     2,113.0     2,062.1
                                                                                           ----------  ----------
BENEFITS AND EXPENSES
Benefits to Policyholders................................................................     1,288.3     1,321.9
Sales and Operating Expenses.............................................................       370.3       344.4
Amortization of Deferred Policy Acquisition Costs and
 Present Value of Future Profits.........................................................       113.0        90.5
Interest Expense.........................................................................        16.2        13.5
Dividends and Experience Refunds to Policyholders........................................        19.7        23.4
                                                                                           ----------  ----------
    Total................................................................................     1,807.5     1,793.7
                                                                                           ----------  ----------
Income from Continuing Operations before Income Taxes....................................       305.5       268.4
Income Tax Expense.......................................................................       105.9        94.4
                                                                                           ----------  ----------
Income from Continuing Operations........................................................       199.6       174.0
                                                                                           ----------  ----------
Loss from Discontinued Operations, Net of Tax............................................          --        (5.4)
                                                                                           ----------  ----------
    Net Income...........................................................................  $    199.6  $    168.6
                                                                                           ----------  ----------
                                                                                           ----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       67
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31
                                                                                          ----------------------
                                                                                             1996        1995
                                                                                          ----------  ----------
<S>                                                                                       <C>         <C>
COMMON STOCK
Beginning and End of Year...............................................................  $      2.5  $      2.5
                                                                                          ----------  ----------
ADDITIONAL PAID-IN CAPITAL
Beginning of Year.......................................................................       538.9       216.4
Capital Contributions from Parent.......................................................          --       322.5
                                                                                          ----------  ----------
    End of Year.........................................................................       538.9       538.9
                                                                                          ----------  ----------
NET UNREALIZED INVESTMENT GAINS (LOSSES)
Beginning of Year.......................................................................       246.8       (79.4)
Change for the Year.....................................................................      (106.0)      326.2
                                                                                          ----------  ----------
    End of Year.........................................................................       140.8       246.8
                                                                                          ----------  ----------
RETAINED EARNINGS
Beginning of Year.......................................................................       786.8       670.2
Net Income..............................................................................       199.6       168.6
Dividends to Shareholder................................................................       (61.1)      (52.0)
                                                                                          ----------  ----------
    End of Year.........................................................................       925.3       786.8
                                                                                          ----------  ----------
Total Shareholder's Equity..............................................................  $  1,607.5  $  1,575.0
                                                                                          ----------  ----------
                                                                                          ----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       68
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31
                                                                                         ------------------------
                                                                                            1996         1995
                                                                                         -----------  -----------
<S>                                                                                      <C>          <C>
OPERATING ACTIVITIES
Net Income.............................................................................  $     199.6  $     168.6
Adjustments to Reconcile Net Income to Net
 Cash Provided by Operating Activities
  Interest Credited to Insurance Contracts.............................................        500.1        500.1
  Future Policy Benefits...............................................................       (238.9)      (117.5)
  Capitalization of Policy Acquisition Costs...........................................       (196.2)      (176.6)
  Amortization of Deferred Policy Acquisition Costs and
   Present Value of Future Profits.....................................................        113.0         90.5
  Deferred Income Taxes................................................................         22.3         11.5
  Net Change in Receivables and Payables...............................................         47.2          8.5
  Other Assets.........................................................................        (48.4)       (83.4)
  Realized Investment Gains, Net.......................................................        (11.2)        (7.4)
  Other................................................................................          1.6         (3.1)
                                                                                         -----------  -----------
    Net Cash Provided by Operating Activities..........................................        389.1        391.2
                                                                                         -----------  -----------
INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities.......................................        204.1        190.5
Proceeds from Maturities or Repayment of Fixed Maturity Securities
  Available-for-Sale...................................................................        882.3        329.9
  Held-to-Maturity.....................................................................           --        415.6
Cost of Fixed Maturity Securities Acquired
  Available-for-Sale...................................................................     (1,594.7)      (971.4)
  Held-to-Maturity.....................................................................           --       (519.8)
Sales of Equity Securities, Net........................................................          5.6         31.0
Proceeds of Mortgage Loans Sold, Matured or Repaid.....................................        483.8        314.2
Cost of Mortgage Loans Acquired........................................................       (407.3)      (385.2)
Sales of Real Estate and Leases, Net...................................................         35.7         28.8
Policy Loans Issued, Net...............................................................        (49.2)       (63.0)
Sales (Purchases) of Other Invested Assets, Net........................................          (.4)        39.0
Sales (Purchases) of Short-Term Investments, Net.......................................         11.4        (56.4)
                                                                                         -----------  -----------
    Net Cash Used by Investing Activities..............................................       (428.7)      (646.8)
                                                                                         -----------  -----------
FINANCING ACTIVITIES
Deposits to Insurance Contracts........................................................      1,173.3      1,265.6
Maturities and Withdrawals from Insurance Contracts....................................     (1,133.0)    (1,015.3)
Increase in Notes and Mortgages Payable................................................         26.8         72.1
Repayment of Notes and Mortgages Payable...............................................          (.6)        (2.3)
Dividends to Shareholder...............................................................        (54.0)       (41.3)
                                                                                         -----------  -----------
    Net Cash Provided by Financing Activities..........................................         12.5        278.8
                                                                                         -----------  -----------
Increase (Decrease) in Cash............................................................        (27.1)        23.2
Cash at Beginning of Year..............................................................         43.0         19.8
                                                                                         -----------  -----------
Cash at End of Year....................................................................  $      15.9  $      43.0
                                                                                         -----------  -----------
                                                                                         -----------  -----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       69
<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
    
 
                                       70
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
assets and liabilities, the disclosure  of contingent assets and liabilities  at
the  date of the financial  statements and the reported  amounts of revenues and
expenses during the  reporting period.  Actual results could  differ from  those
estimates.
    
 
   
    INVESTMENTS
    
 
   
    Fixed  maturity  securities  (bonds  and  redeemable  preferred  stocks) are
classified as available-for-sale and are valued at fair value.
    
 
   
    Equity securities  (common stocks  and nonredeemable  preferred stocks)  are
valued at fair value.
    
 
   
    Mortgage  loans  on  real  estate  are carried  at  amortized  cost  less an
impairment allowance for estimated uncollectible amounts.
    
 
   
    Investment real estate owned directly by the Company is carried at cost less
accumulated depreciation  and allowances  for estimated  losses. Investments  in
real  estate  joint ventures  are accounted  for using  the equity  method. Real
estate acquired through foreclosure is carried at the lower of fair value  minus
estimated costs to sell or cost.
    
 
   
    Short-term investments are carried at amortized cost.
    
 
   
    Unrealized  investment  gains  and  losses of  equity  securities  and fixed
maturity securities classified  as available-for-sale, net  of related  deferred
acquisition  costs  (DAC),  present  value and  future  profits  (PVFP)  and tax
effects, are accounted  for as a  direct increase or  decrease in  shareholder's
equity.
    
 
   
    Realized  investment gains  and losses enter  into the  determination of net
income. Realized  investment  gains  and  losses  on  sales  of  securities  are
determined on the specific identification method. Write-offs of investments that
decline  in value below cost  on other than a temporary  basis and the change in
the allowance for mortgage loans and wholly owned real estate are included  with
realized investment gains and losses in the Consolidated Statements of Income.
    
 
   
    The  Company records write-offs or allowances for its investments based upon
an evaluation  of  specific  problem  investments. The  Company  reviews,  on  a
continual  basis,  all  invested  assets  (including  marketable  bonds, private
placements, mortgage loans and real estate investments) to identify  investments
where  the Company has credit concerns. Investments with credit concerns include
those the  Company  has identified  as  problem investments,  which  are  issues
delinquent  in a required payment of principal or interest, issues in bankruptcy
or  foreclosure  and  restructured  or  foreclosed  assets.  The  Company   also
identifies  investments as potential problem  investments, which are investments
where the Company  has serious  doubts as  to the  ability of  the borrowers  to
comply with the present loan repayment terms.
    
 
   
    PROPERTY AND EQUIPMENT
    
 
   
    Property  and equipment are carried at cost, net of accumulated depreciation
of $90.7 million and $79.8 million at December 31, 1996 and 1995,  respectively.
The  Company provides for depreciation of property and equipment using straight-
line and accelerated  methods over  the estimated  useful lives  of the  assets.
Buildings  are generally depreciated  over 35 to  50 years. Depreciation expense
for 1996 and 1995 amounted to $5.9 million and $9.1 million, respectively.
    
 
                                       71
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    PARTICIPATION FUND ACCOUNT
    
 
   
    On January 3, 1989, the Commissioner  of Commerce of the State of  Minnesota
approved  a Plan  of Conversion  and Reorganization  (the Plan)  which provided,
among other things, for the conversion  of ReliaStar Life from a combined  stock
and mutual insurance company to a stock life insurance company.
    
 
   
    The  Plan provided  for the  establishment of  a Participation  Fund Account
(PFA) for  the  benefit  of  certain  participating  individual  life  insurance
policies  and annuities issued by ReliaStar Life  prior to the effective date of
the Plan. Under the terms of the PFA, the insurance liabilities and assets  with
respect  to such policies are segregated  in the accounting records of ReliaStar
Life to  assure the  continuation of  current policyholder  dividend  practices.
Assets  and liabilities  of the PFA  are presented in  accordance with statutory
accounting practices. Earnings derived from the operation of the PFA will  inure
solely  to the benefit  of the policies covered  by the PFA  and no benefit will
inure to  the  Company. Accordingly,  results  of  operations for  the  PFA  are
excluded from the Company's Consolidated Statements of Income. In the event that
the  assets  of the  PFA are  insufficient to  provide the  contractual benefits
guaranteed  by  the  affected  policies,   ReliaStar  Life  must  provide   such
contractual benefits from its general assets.
    
 
   
    SEPARATE ACCOUNTS
    
 
   
    The Company operates separate accounts. The assets (principally investments)
and  liabilities (principally  to contractholders)  of each  account are clearly
identifiable and  distinguishable  from  other assets  and  liabilities  of  the
Company. Assets are carried at fair value.
    
 
   
    PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS
    
 
   
    RECOGNITION  OF  TRADITIONAL LIFE,  GROUP  AND ANNUITY  PREMIUM  REVENUE AND
BENEFITS TO POLICYHOLDERS -- Traditional  life insurance products include  those
products   with  fixed  and  guaranteed   premiums  and  benefits,  and  consist
principally of whole  life insurance  policies and certain  annuities with  life
contingencies  (immediate  annuities).  Life  insurance  premiums  and immediate
annuity premiums are  recognized as  premium revenue when  due. Group  insurance
premiums  are recognized as  premium revenue over  the time period  to which the
premiums relate. Benefits and expenses are associated with earned premiums so as
to result  in  recognition of  profits  over the  life  of the  contracts.  This
association is accomplished by means of the provision for liabilities for future
policy benefits and the amortization of DAC and PVFP.
    
 
   
    RECOGNITION  OF  UNIVERSAL  LIFE-TYPE  CONTRACTS  REVENUE  AND  BENEFITS  TO
POLICYHOLDERS -- Universal life-type policies are insurance contracts with terms
that are not fixed and guaranteed. The  terms that may be changed could  include
one  or more  of the  amounts assessed  the policyholder,  premiums paid  by the
policyholder or interest accrued to  policyholder balances. Amounts received  as
payments for such contracts are not reported as premium revenues.
    
 
   
    Revenues  for  universal  life-type  policies  consist  of  charges assessed
against policy  account values  for  deferred policy  loading  and the  cost  of
insurance and policy administration. Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.
    
 
   
    RECOGNITION  OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYHOLDERS --
Contracts that do  not subject the  Company to risks  arising from  policyholder
mortality  or  morbidity are  referred  to as  investment  contracts. Guaranteed
Investment Contracts  (GICs)  and  certain  deferred  annuities  are  considered
investment  contracts. Amounts received  as payments for  such contracts are not
reported as premium revenues.
    
 
                                       72
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    Revenues for investment  contracts consist of  investment income and  policy
administration  charges. Contract benefits  that are charged  to expense include
benefit claims incurred in  the period in excess  of related contract  balances,
and interest credited to contract balances.
    
 
   
    POLICY ACQUISITION COSTS
    
 
   
    Those  costs of  acquiring new business,  which vary with  and are primarily
related to the production of new business, have been deferred to the extent that
such costs are deemed recoverable. Such costs include commissions, certain costs
of policy issuance and underwriting and certain variable agency expenses.
    
 
   
    Costs deferred related to traditional life insurance are amortized over  the
premium  paying period of  the related policies,  in proportion to  the ratio of
annual premium revenues to total anticipated premium revenues. Such  anticipated
premium  revenues are  estimated using the  same assumptions  used for computing
liabilities for future policy benefits.
    
 
   
    Costs deferred  related  to  universal  life-type  policies  and  investment
contracts  are amortized  over the  lives of  the policies,  in relation  to the
present value of estimated gross  profits from mortality, investment,  surrender
and expense margins.
    
 
   
    PRESENT VALUE OF FUTURE PROFITS
    
 
   
    The present value of future profits reflects the estimated fair value of the
acquired  insurance  business  in  force  and  represents  the  portion  of  the
acquisition cost  that was  allocated to  the value  of future  cash flows  from
insurance  contracts  existing at  the date  of acquisition.  Such value  is the
present value of the  actuarially determined projected net  cash flows from  the
acquired  insurance  contracts.  The  weighted  average  discount  rate  used to
determine such value was approximately 15%.
    
 
   
    An analysis of the PVFP asset account is presented below:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Balance, Beginning of Year.........................................................  $   192.0         --
Additions Arising from Acquisitions of Life Insurance Companies....................         --  $   300.0
Imputed Interest...................................................................       16.4       17.6
Amortization.......................................................................      (37.5)     (32.6)
Impact of Net Unrealized Investment Gains and Losses...............................       49.3      (93.0)
                                                                                     ---------  ---------
Balance, End of Year...............................................................  $   220.2  $   192.0
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    Based on current conditions and assumptions as to future events on  acquired
policies  in force, the Company expects that the net amortization of the initial
PVFP balance will be between 5% and 6%  in each of the years 1997 through  2001.
The  interest rates  used to  determine the  amount of  imputed interest  on the
unamortized PVFP balance ranged from 5% to 8%.
    
 
   
    GOODWILL
    
 
   
    Goodwill is the excess of the amount paid to acquire a company over the fair
value of the net assets acquired and is amortized on a straight-line basis  over
40  years. The carrying value  of goodwill is monitored  for impairment of value
based on  the Company's  estimate  of future  earnings.  The carrying  value  of
goodwill  is reduced and  a charge to  income is recorded  when an impairment in
value is identified. No such goodwill impairment charges have been recorded.
    
 
                                       73
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    FUTURE POLICY AND CONTRACT BENEFITS
    
 
   
    Liabilities for future  policy benefits for  traditional life contracts  are
calculated  using the net level premium  method and assumptions as to investment
yields, mortality,  withdrawals  and dividends.  The  assumptions are  based  on
projections  of past experience and  include provisions for possible unfavorable
deviation. These assumptions are made at the time the contract is issued or, for
purchased contracts, at the date of acquisition.
    
 
   
    Liabilities for future policy and  contract benefits on universal  life-type
and investment contracts are based on the policy account balance.
    
 
   
    The  liabilities for future policy and  contract benefits for group disabled
life reserves and  long-term disability  reserves are based  upon interest  rate
assumptions  and morbidity and termination rates from published tables, modified
for Company experience.
    
 
   
    INCOME TAXES
    
 
   
    The provision  for  income  taxes includes  amounts  currently  payable  and
deferred  income taxes resulting  from the cumulative  differences in the assets
and liabilities determined on a tax return and financial statement basis.
    
 
   
    INTEREST RATE SWAP AGREEMENTS
    
 
   
    Interest rate  swap  agreements  are  used  as  hedges  for  asset/liability
management  of adjustable rate and short-term  invested assets. The Company does
not enter  into any  interest rate  swap agreements  for trading  purposes.  The
interest  rate swap transactions involve the exchange of fixed and floating rate
interest payments without the  exchange of underlying  principal amounts and  do
not  contain other optional provisions. The  difference between amounts paid and
amounts received on interest rate swaps is reflected in net investment income.
    
 
   
    INTEREST RATE FUTURES CONTRACTS
    
 
   
    Futures contracts are used as hedges for asset/liability management of fixed
maturity securities and liabilities arising  from GICs. Realized and  unrealized
gains  and losses on futures contracts are  deferred and amortized over the life
of the hedged asset or liability.
    
 
   
NOTE 3. ACQUISITION
    
   
    On January 17, 1995, ReliaStar acquired USLICO Corporation (USLICO).  USLICO
was a holding company with two primary subsidiaries: United Services and Bankers
Security.  ReliaStar contributed all of the capital stock of United Services and
Bankers Security to  the Company. The  acquisition was accounted  for using  the
purchase  method  of  accounting  and,  therefore,  the  consolidated  financial
statements include the accounts  of United Services  and Bankers Security  since
the  date  of  acquisition. At  the  acquisition date,  goodwill  totaling $44.3
million was recorded, representing the excess  of the amount paid and  allocated
to  United Services and Bankers  Security over the fair  value of the net assets
acquired.
    
 
                                       74
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS
    
   
    Investment income summarized by type of investment was as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Fixed Maturity Securities..........................................................  $   709.4  $   673.4
Equity Securities..................................................................        4.1        3.1
Mortgage Loans on Real Estate......................................................      187.6      184.3
Real Estate and Leases.............................................................       18.0       16.8
Policy Loans.......................................................................       32.2       28.9
Other Invested Assets..............................................................        7.3        7.8
Short-Term Investments.............................................................        5.7        7.6
                                                                                     ---------  ---------
  Gross Investment Income..........................................................      964.3      921.9
Investment Expenses................................................................       27.1       31.6
                                                                                     ---------  ---------
  Net Investment Income............................................................  $   937.2  $   890.3
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    Net pretax realized investment gains (losses) were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER
                                                                                               31
                                                                                      --------------------
                                                                                        1996       1995
                                                                                      ---------  ---------
                                                                                         (IN MILLIONS)
<S>                                                                                   <C>        <C>
Net Gains (Losses) on Sales
  Fixed Maturity Securities.........................................................  $     3.2  $     3.3
  Equity Securities.................................................................        1.3       15.1
  Mortgage Loans....................................................................         .1        (.1)
  Foreclosed Real Estate............................................................        1.8         .6
  Real Estate.......................................................................        2.7        1.7
  Other.............................................................................       13.2        2.2
                                                                                      ---------  ---------
                                                                                           22.3       22.8
                                                                                      ---------  ---------
Provisions for Losses
  Fixed Maturity Securities.........................................................       (2.6)      (3.0)
  Equity Securities.................................................................         --        (.1)
  Mortgage Loans....................................................................       (3.5)      (6.3)
  Foreclosed Real Estate............................................................       (3.5)      (5.2)
  Real Estate.......................................................................       (1.1)       (.8)
  Other.............................................................................        (.4)        --
                                                                                      ---------  ---------
                                                                                          (11.1)     (15.4)
                                                                                      ---------  ---------
  Pretax Realized Investment Gains..................................................  $    11.2  $     7.4
                                                                                      ---------  ---------
                                                                                      ---------  ---------
</TABLE>
    
 
   
    Gross realized investment gains of $8.7  million and $8.3 million and  gross
realized  investment losses of $5.5 million  and $5.0 million were recognized on
sales of fixed maturity securities during the years ended December 31, 1996  and
1995,  respectively. All 1996  and 1995 fixed maturity  security sales were from
the available-for-sale portfolio.
    
 
                                       75
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    The  amortized  cost  and  fair  value  of  investments  in  fixed  maturity
securities by type of investment were as follows:
    
   
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31, 1996
                                                                       ----------------------------------------------
                                                                                      GROSS UNREALIZED
                                                                       AMORTIZED   ----------------------
                                                                          COST       GAINS     (LOSSES)    FAIR VALUE
                                                                       ----------  ---------  -----------  ----------
                                                                                       (IN MILLIONS)
<S>                                                                    <C>         <C>        <C>          <C>
United States Government and Government Agencies and Authorities.....  $    130.8  $     6.5   $     (.1)  $    137.2
States, Municipalities and Political Subdivisions....................        56.7        2.8         (.2)        59.3
Foreign Governments..................................................        82.9        4.2         (.1)        87.0
Public Utilities.....................................................       754.6       42.2        (3.0)       793.8
Corporate Securities.................................................     5,800.4      223.9       (29.1)     5,995.2
Mortgage-Backed/Structured Finance Securities........................     2,166.0       66.0        (8.3)     2,223.7
Redeemable Preferred Stock...........................................         2.1         --         (.1)         2.0
                                                                       ----------  ---------  -----------  ----------
  Total..............................................................  $  8,993.5  $   345.6   $   (40.9)  $  9,298.2
                                                                       ----------  ---------  -----------  ----------
                                                                       ----------  ---------  -----------  ----------
 
<CAPTION>
 
                                                                                     DECEMBER 31, 1995
                                                                       ----------------------------------------------
                                                                                      GROSS UNREALIZED
                                                                       AMORTIZED   ----------------------
                                                                          COST       GAINS     (LOSSES)    FAIR VALUE
                                                                       ----------  ---------  -----------  ----------
                                                                                       (IN MILLIONS)
<S>                                                                    <C>         <C>        <C>          <C>
United States Government and Government Agencies and Authorities.....  $    172.8  $    13.2          --   $    186.0
States, Municipalities and Political Subdivisions....................        64.4        4.2   $     (.1)        68.5
Foreign Governments..................................................        82.1        6.8         (.2)        88.7
Public Utilities.....................................................       775.3       74.5         (.9)       848.9
Corporate Securities.................................................     5,330.7      392.2       (21.6)     5,701.3
Mortgage-Backed/Structured Finance Securities........................     2,058.0      102.7        (2.4)     2,158.3
Redeemable Preferred Stock...........................................         2.1         --         (.1)         2.0
                                                                       ----------  ---------  -----------  ----------
  Total..............................................................  $  8,485.4  $   593.6   $   (25.3)  $  9,053.7
                                                                       ----------  ---------  -----------  ----------
                                                                       ----------  ---------  -----------  ----------
</TABLE>
    
 
   
    The   amortized  cost  and  fair  value  of  fixed  maturity  securities  by
contractual maturity  are  shown below.  Expected  maturities will  differ  from
contractual  maturities because borrowers  may have the right  to call or prepay
obligations with or without call or prepayment penalties.
    
 
   
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1996       DECEMBER 31, 1995
                                                                  ----------------------  ----------------------
                                                                  AMORTIZED      FAIR     AMORTIZED      FAIR
                                                                     COST       VALUE        COST       VALUE
                                                                  ----------  ----------  ----------  ----------
                                                                                  (IN MILLIONS)
<S>                                                               <C>         <C>         <C>         <C>
Due in One Year or Less.........................................  $    155.8  $    157.4  $    123.1  $    122.8
Due After One Year Through Five Years...........................     2,967.6     3,057.0     2,497.4     2,634.3
Due After Five Years Through Ten Years..........................     2,622.4     2,723.6     2,750.4     2,965.4
Due After Ten Years.............................................     1,055.3     1,108.7     1,056.5     1,172.9
Mortgage-Backed/Structured Finance Securities...................     2,192.4     2,251.5     2,058.0     2,158.3
                                                                  ----------  ----------  ----------  ----------
  Total.........................................................  $  8,993.5  $  9,298.2  $  8,485.4  $  9,053.7
                                                                  ----------  ----------  ----------  ----------
                                                                  ----------  ----------  ----------  ----------
</TABLE>
    
 
   
    The fair  values for  the marketable  bonds are  determined based  upon  the
quoted  market prices for bonds actively  traded. The fair values for marketable
bonds without an active market are obtained
    
 
                                       76
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
through several commercial  pricing services  which provide  the estimated  fair
values.  Fair values of privately placed bonds which are not considered problems
are determined  utilizing  a commercially  available  pricing model.  The  model
considers  the  current level  of  risk-free interest  rates,  current corporate
spreads, the credit quality of the  issuer and cash flow characteristics of  the
security. Using this data, the model generates estimated market values which the
Company  considers reflective of  the fair value of  each privately placed bond.
Fair values  for  privately  placed  bonds which  are  considered  problems  are
determined  though consideration of  factors such as the  net worth of borrower,
the value of collateral, the capital structure of the borrower, the presence  of
guarantees  and the Company's evaluation of the borrower's ability to compete in
the relevant market.
    
 
   
    At December  31, 1996,  the largest  industry concentration  of the  private
placement  portfolio was  financial services, where  18.6% of  the portfolio was
invested,  and  the  largest  industry  concentration  of  the  marketable  bond
portfolio  was mortgage-backed/structured finance securities, where 32.2% of the
portfolio  was  invested.   At  December  31,   1996,  the  largest   geographic
concentration  of commercial  mortgage loans  was in  the midwest  region of the
United States,  where  approximately  31.6%  of  the  commercial  mortgage  loan
portfolio was invested.
    
 
   
    At  December  31, 1996  and 1995,  gross  unrealized appreciation  of equity
securities was $5.2 million and $3.0 million, respectively, and gross unrealized
depreciation was $.3 million and $1.9 million, respectively.
    
 
   
    Invested assets which were nonincome  producing (no income received for  the
12 months preceding the balance sheet date) were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Fixed Maturity Securities............................................................  $      .6  $      .7
Mortgage Loans on Real Estate........................................................        1.2        2.8
Real Estate and Leases...............................................................       16.0       17.6
                                                                                       ---------  ---------
  Total..............................................................................  $    17.8  $    21.1
                                                                                       ---------  ---------
                                                                                       ---------  ---------
</TABLE>
    
 
   
    Allowances  for  losses on  investments  are reflected  on  the Consolidated
Balance Sheets as a reduction of the related assets and were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Mortgage Loans.......................................................................  $    11.7  $    12.4
Foreclosed Real Estate...............................................................       11.2       10.6
Investment Real Estate...............................................................        2.1        1.0
Other Invested Assets................................................................        2.6        2.3
</TABLE>
    
 
                                       77
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    At December 31,  1996 and 1995,  the total investment  in impaired  mortgage
loans  (before allowances for  credit losses), the  related allowance for credit
losses and the  average investment related  to impaired mortgage  loans and  the
interest  income recognized on impaired mortgage loans during 1996 and 1995 were
as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Impaired Mortgage Loans
  Total Investment...................................................................  $    22.3  $    25.4
  Allowance for Credit Losses........................................................       11.7       12.4
  Average Investment.................................................................        1.9        2.0
  Interest Income Recognized.........................................................        1.4        1.7
</TABLE>
    
 
   
    Increases to the allowance for credit  losses account were $2.9 million  and
$6.3  million, and the  amount of decreases  to the allowance  account were $3.6
million and  $9.5  million for  the  years ended  December  31, 1996  and  1995,
respectively.  The Company does not accrue  interest income on impaired mortgage
loans when the likelihood of collection is doubtful. Cash receipts for  interest
payments are recognized as income in the period received.
    
 
   
    Noncash investing activities consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER
                                                                                                31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Real Estate Assets Acquired Through Foreclosure......................................  $    14.8  $    28.0
Mortgage Loans Acquired in Sales of Real Estate Assets...............................       11.2       15.3
</TABLE>
    
 
   
    Effective December 31, 1995, the Company adopted the implementation guidance
contained  in  the  Financial  Accounting Series  Special  Report,  "A  Guide to
Implementation of Statement 115  on Accounting for  Certain Investments in  Debt
and  Equity  Securities." Concurrent  with the  adoption of  this implementation
guidance, the Company  reclassified all  of its  held-to-maturity securities  to
available-for-sale  based  upon a  reassessment  of the  appropriateness  of the
classifications of all securities held at that time. The amortized cost and  net
unrealized  appreciation of the  securities reclassified were  $2.42 billion and
$108.1 million, respectively, at December 31, 1995.
    
 
   
    The components of net unrealized investment gains reported in  shareholder's
equity are shown below:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Unrealized Investment Gains.......................................................  $   310.5  $   569.9
DAC/PVFP Adjustment...............................................................      (93.8)    (189.4)
Deferred Income Taxes.............................................................      (75.9)    (133.7)
                                                                                    ---------  ---------
  Net Unrealized Investment Gains.................................................  $   140.8  $   246.8
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
                                       78
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 5. INCOME TAXES
    
   
    The  income tax  liability as reflected  on the  Consolidated Balance Sheets
consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Current Income Taxes..............................................................  $     7.8  $     6.4
Deferred Income Taxes.............................................................      127.5      162.8
                                                                                    ---------  ---------
  Total...........................................................................  $   135.3  $   169.2
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
   
    The provision for income taxes  reflected on the Consolidated Statements  of
Income consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Currently Payable..................................................................  $    83.6  $    82.9
Deferred...........................................................................       22.3       11.5
                                                                                     ---------  ---------
  Total............................................................................  $   105.9  $    94.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The  Internal Revenue Service has completed  its review of the Company's tax
return for all years through 1991.
    
 
   
    Deferred income taxes reflect the  impact for financial statement  reporting
purposes  of "temporary  differences" between  the financial  statement carrying
amounts and tax  bases of  assets and liabilities.  The "temporary  differences"
that  give rise to a significant portion  of the deferred tax liabilities relate
to the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31
                                                                                  --------------------
                                                                                    1996       1995
                                                                                  ---------  ---------
                                                                                     (IN MILLIONS)
<S>                                                                               <C>        <C>
Future Policy and Contract Benefits.............................................  $  (265.1) $  (269.7)
Investment Write-Offs and Allowances............................................      (39.0)     (35.0)
Pension and Postretirement Benefit Plans........................................       (9.0)      (8.3)
Employee Benefits...............................................................      (11.1)      (9.3)
Deferred Futures Gains..........................................................       (1.8)      (1.8)
Other...........................................................................      (50.5)     (42.0)
                                                                                  ---------  ---------
Gross Deferred Tax Asset........................................................     (376.5)    (366.1)
                                                                                  ---------  ---------
Deferred Policy Acquisition Costs...............................................      296.0      267.9
Present Value of Future Profits.................................................       92.4       99.0
Net Unrealized Investment Gains.................................................       32.1       90.2
Property and Equipment..........................................................       28.5       27.1
Real Estate Joint Ventures......................................................       12.0       12.2
Accrual of Market Discount......................................................        7.9        8.4
Policyholder Dividends..........................................................        5.2        4.4
Other...........................................................................       29.9       19.7
                                                                                  ---------  ---------
Gross Deferred Tax Liability....................................................      504.0      528.9
                                                                                  ---------  ---------
  Net Deferred Tax Liability....................................................  $   127.5  $   162.8
                                                                                  ---------  ---------
                                                                                  ---------  ---------
</TABLE>
    
 
                                       79
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 5. INCOME TAXES (CONTINUED)
    
   
    Federal income tax regulations allowed  certain special deductions for  1983
and  prior years which are accumulated in a memorandum tax account designated as
"policyholders' surplus." Generally,  this policyholders'  surplus account  will
become  subject to tax at the then current rates only if the accumulated balance
exceeds certain maximum limitations or if certain cash distributions are  deemed
to be paid out of the account. At December 31, 1996, ReliaStar Life and its life
insurance  subsidiaries  have  accumulated approximately  $51  million  in their
separate policyholders' surplus accounts. Deferred taxes have not been  provided
on this temporary difference.
    
 
   
    There  have been  no deferred  taxes recorded  for the  unremitted equity in
subsidiaries as the earnings are considered  to be permanently invested or  will
be remitted only when tax effective to do so.
    
 
   
    The difference between the U.S. federal income tax rate and the consolidated
tax provision rate is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER 31
                                                                                     ------------------------
                                                                                        1996         1995
                                                                                     -----------  -----------
<S>                                                                                  <C>          <C>
Statutory Tax Rate.................................................................       35.0%        35.0%
Other..............................................................................        (.3)          .2
                                                                                         ---          ---
  Effective Tax Rate...............................................................       34.7%        35.2%
                                                                                         ---          ---
                                                                                         ---          ---
</TABLE>
    
 
   
    Cash  paid to ReliaStar for federal income taxes was $74.5 million and $90.3
million for the years ended December 31, 1996 and 1995, respectively.
    
 
   
NOTE 6. NOTES AND MORTGAGES PAYABLE
    
   
    A summary of notes and mortgages payable is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Unaffiliated:
  Commercial Paper................................................................  $   146.5  $   135.6
  Bank Borrowings.................................................................       15.9         --
  Other Indebtedness -- Current Portion...........................................         .1         .1
                                                                                    ---------  ---------
    Short-Term Debt...............................................................      162.5      135.7
                                                                                    ---------  ---------
  Other Indebtedness -- Noncurrent Portion........................................        8.3        8.9
                                                                                    ---------  ---------
    Total Unaffiliated............................................................  $   170.8  $   144.6
                                                                                    ---------  ---------
                                                                                    ---------  ---------
    Note Payable to Parent........................................................  $   100.0  $   100.0
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
   
    At December  31, 1996  and 1995,  other indebtedness  is primarily  mortgage
notes  assumed in connection with certain  real estate investments with interest
rates ranging from 6.2% to 9.6%.
    
 
   
    The weighted average interest  rate on the  commercial paper outstanding  at
December  31, 1996 and  1995 was 5.56% and  6.06%, respectively, with maturities
ranging from 2 to 55 days at December 31, 1996.
    
 
                                       80
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 6. NOTES AND MORTGAGES PAYABLE (CONTINUED)
    
   
    The Company has  unsecured revolving credit  facilities with banks  totaling
$200.0  million for commercial paper back-up  and general corporate purposes. At
December 31,  1996, $15.9  million was  borrowed under  these facilities  at  an
interest  rate of 5.8%. One of the  facilities requires an annual commitment fee
of 1/10%.
    
 
   
    Principal payments required on notes  and mortgages payable to  unaffiliated
companies in each of the next five years and thereafter are as follows:
    
 
   
<TABLE>
<CAPTION>
                     (IN MILLIONS)
- -------------------------------------------------------
<S>                <C>
1997 - $162.5                               2000 - $5.8
1998 - $   .1                               2001 - $1.9
1999 - $   .2                2002 and thereafter - $ .3
</TABLE>
    
 
   
    ReliaStar  has loaned $100.0 million to ReliaStar Life under a surplus note.
The original note, dated April 1, 1989, was issued in connection with  ReliaStar
Life's  demutualization and was used to  offset the surplus reduction related to
the cash distribution to the  mutual policyholders in the demutualization.  This
original  note was replaced  by a successor  surplus note (the  1994 Note) dated
November 1, 1994. The 1994 Note provides, subject to the regulatory  constraints
discussed  below, that (i) it  is a surplus note  which will mature on September
15, 2003 with principal due at  maturity, but payable without penalty, in  whole
or  in part before maturity;  (ii) interest is at  6 5/8% payable semi-annually;
and (iii) in the event that ReliaStar Life  is in default in the payment of  any
required  interest or principal, ReliaStar Life cannot pay cash dividends on its
capital stock  (all of  which is  owned directly  by ReliaStar).  The 1994  Note
further  provides that there may be no  payment of interest or principal without
the express approval of the Minnesota Department of Commerce.
    
 
   
    Interest paid on debt was $9.3 million and $14.2 million for 1996 and  1995,
respectively.
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS
    
 
   
    PENSION PLANS
    
 
   
    The  Company has  noncontributory defined benefit  retirement plans covering
substantially all employees. The plans, which may be terminated as to accrual of
additional benefits at any time by  the Board of Directors, provide benefits  to
employees upon retirement.
    
 
   
    The  benefits  under  the  plans  are based  on  years  of  service  and the
employee's compensation during the last five years of employment. The  Company's
policy  is  to fund  the  minimum required  contribution  necessary to  meet the
present and  future obligations  of  the plans.  Contributions are  intended  to
provide  not only for benefits attributed to  service to date but also for those
expected to be  earned in  the future. Contributions  are made  to a  tax-exempt
trust.  Plan assets consist principally of  investments in stock and bond mutual
funds, common stock  and corporate bonds.  Included in plan  assets are  616,491
shares of ReliaStar common stock with a fair value of $35.6 million.
    
 
   
    The Company and ReliaStar also have unfunded noncontributory defined benefit
plans  providing for  benefits to  employees in  excess of  limits for qualified
retirement plans and for benefits to nonemployee members of the ReliaStar  Board
of Directors.
    
 
                                       81
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
    Net periodic pension expense for ReliaStar and its subsidiaries included the
following components:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Service Cost -- Benefits Earned During the Year....................................  $     3.8  $     3.4
Interest Cost on Projected Benefit Obligation......................................       13.6       11.9
Actual Return on Plan Assets.......................................................      (23.0)     (33.7)
Net Amortization and Deferral......................................................        8.4       19.1
                                                                                     ---------  ---------
  Net Periodic Pension Expense.....................................................  $     2.8  $      .7
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The following table sets forth for ReliaStar and its subsidiaries the funded
status of the plans as of December 31:
    
 
   
<TABLE>
<CAPTION>
                                                                              FUNDED PLANS         UNFUNDED PLANS
                                                                          --------------------  --------------------
                                                                            1996       1995       1996       1995
                                                                          ---------  ---------  ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                       <C>        <C>        <C>        <C>
Accumulated Benefit Obligation
  Vested................................................................  $  (164.7) $  (157.1) $   (11.8) $   (10.7)
  Nonvested.............................................................       (4.0)      (5.1)       (.5)      (1.2)
Effect of Projected Future Compensation Increases.......................      (12.7)     (10.6)      (2.1)      (2.1)
                                                                          ---------  ---------  ---------  ---------
Projected Benefit Obligation............................................     (181.4)    (172.8)     (14.4)     (14.0)
Plan Assets at Fair Value...............................................      184.9      169.9         --         --
                                                                          ---------  ---------  ---------  ---------
Plan Assets Greater (Less) Than Projected Benefit Obligation............        3.5       (2.9)     (14.4)     (14.0)
Unrecognized Net Loss and Prior Service Cost............................       19.0       24.2        5.3        6.2
Unrecognized Transition Obligation (Asset)..............................        (.4)       (.8)        --         .1
Additional Minimum Liability............................................         --         --       (3.5)      (4.2)
                                                                          ---------  ---------  ---------  ---------
  Net Pension Asset (Liability).........................................  $    22.1  $    20.5  $   (12.6) $   (11.9)
                                                                          ---------  ---------  ---------  ---------
                                                                          ---------  ---------  ---------  ---------
</TABLE>
    
 
   
    The  above amounts are  for ReliaStar and its  subsidiaries as the Company's
portion is not determinable.  The net periodic pension  expense relating to  and
billed to ReliaStar was insignificant.
    
 
   
    The  projected benefit obligation  was determined using  an assumed discount
rate of  7.50% and  7.25%  at January  1, 1997  and  1996, respectively,  and  a
weighted-  average assumed long-term rate of  compensation increase of 4.5%. The
assumed long-term rate of return on plan assets was 10%.
    
 
   
    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
    
 
   
    The Company  provides certain  health care  and life  insurance benefits  to
retired  employees  (and their  eligible dependents).  Substantially all  of the
Company's employees  will  become  eligible  for those  benefits  if  they  meet
specified  age and service  requirements and reach  retirement age while working
for the Company, unless the plans are terminated or amended. The  postretirement
health  care plan is contributory, with retiree contributions adjusted annually;
the life insurance plan provides a flat amount of noncontributory life  benefits
and optional contributory coverage.
    
 
   
    During  1996, the Company amended its plans  to reduce the level of benefits
provided to current and future retirees.  The amendment resulted in a  reduction
of the accumulated postretirement
    
 
                                       82
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
benefit  obligation  for ReliaStar  and its  subsidiaries of  approximately $9.9
million. The plan  amendment will also  reduce current and  future net  periodic
postretirement   benefit  costs  as  the  unrecognized  prior  service  cost  is
amortized.
    
 
   
    The Company's postretirement health care plans currently are not funded. The
accumulated  postretirement   benefit   obligation  (APBO)   and   the   accrued
postretirement benefit liability were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31
                                                                                        --------------------
                                                                                          1996       1995
                                                                                        ---------  ---------
                                                                                           (IN MILLIONS)
<S>                                                                                     <C>        <C>
Retirees..............................................................................  $     7.3  $    10.3
Fully Eligible Active Plan Participants...............................................         .9        4.5
Other Active Plan Participants........................................................        1.6        4.9
                                                                                        ---------  ---------
  Unfunded APBO.......................................................................        9.8       19.7
Unrecognized Prior Service Cost.......................................................        8.9         .1
Unrecognized Gain (Loss)..............................................................        1.5        (.3)
                                                                                        ---------  ---------
  Accrued Postretirement Benefit Liability............................................  $    20.2  $    19.5
                                                                                        ---------  ---------
                                                                                        ---------  ---------
</TABLE>
    
 
   
    Net  periodic  postretirement  benefit  costs  consisted  of  the  following
components:
    
 
   
<TABLE>
<CAPTION>
                                                                                               YEAR ENDED
                                                                                              DECEMBER 31
                                                                                          --------------------
                                                                                            1996       1995
                                                                                          ---------  ---------
                                                                                             (IN MILLIONS)
<S>                                                                                       <C>        <C>
Service Cost -- Benefits Earned.........................................................  $      .6  $     1.2
Interest Cost on APBO...................................................................        1.0        1.3
Amortization of Prior Service Cost......................................................       (1.2)       (.1)
                                                                                          ---------        ---
  Net Periodic Postretirement Benefit Costs.............................................  $      .4  $     2.4
                                                                                          ---------        ---
                                                                                          ---------        ---
</TABLE>
    
 
   
    The above amounts  for 1996 are  for ReliaStar and  its subsidiaries as  the
Company's  portion  is  not  determinable.  Prior  period  amounts  reflect  the
Company's  accrued   postretirement   benefit   liability   and   net   periodic
postretirement benefit costs.
    
 
   
    The  assumed health care  cost trend rate  used in measuring  the APBO as of
January 1, 1997  was 7.0%, decreasing  gradually to  5.0% in the  year 1999  and
thereafter.  The assumed health care cost trend  rate used in measuring the APBO
as of January 1, 1996 was 10.0%,  decreasing gradually to 5.0% in the year  2010
and thereafter. The assumed discount rate used in determining the APBO was 7.50%
and  7.25% at January  1, 1997 and  1996, respectively. The  assumed health care
cost trend rate has a significant effect on the amounts reported. For example, a
one- percentage-point increase in  the assumed health care  cost trend rate  for
each  year would increase the APBO as  of December 31, 1996 by approximately $.3
million and  1996 net  postretirement  health care  costs by  approximately  $.1
million.
    
 
   
    SUCCESS SHARING PLAN AND ESOP
    
 
   
    The  Success Sharing  Plan and ESOP  (Success Sharing Plan)  was designed to
increase  employee  ownership   and  reward  employees   when  certain   Company
performance  objectives  are  met.  Essentially all  employees  are  eligible to
participate in  the Success  Sharing Plan.  The Success  Sharing Plan  has  both
qualified  and nonqualified components.  The nonqualified component  is equal to
25% of  the  annual award  and  is paid  in  cash to  employees.  The  qualified
component is equal to 75% of the annual
    
 
                                       83
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
award,  with 25% contributed to a  deferred investment account and the remaining
50% contributed to the ESOP portion  of the Success Sharing Plan. Costs  charged
to  expense for the Success  Sharing Plan were $9.4  million and $8.6 million in
1996 and 1995, respectively.
    
 
   
    STOCK-BASED COMPENSATION
    
 
   
    Officers and  key  employees  of  the  Company  participate  in  stock-based
compensation  plans of ReliaStar. ReliaStar  applies Accounting Principles Board
Opinion No.  25,  "Accounting  for  Stock  Issued  to  Employees,"  and  related
interpretations   in   accounting  for   its  stock-based   compensation  plans.
Accordingly,  the  Company  has  recorded  no  compensation  expense  for  these
stock-based   compensation   plans   other  than   for   restricted   stock  and
performance-based awards.  Had compensation  cost for  ReliaStar's stock  option
plans  been determined based upon fair value  at the grant date for awards under
these plans consistent with the optional accounting methodology prescribed under
SFAS No. 123, "Accounting for Stock-Based Compensation," ReliaStar's net  income
would  have been reduced by  approximately $2.3 million and  $.9 million for the
years ended December 31,  1996 and 1995, respectively.  The pro forma effect  on
net  income for 1996 and  1995 is not representative of  the pro forma effect on
net income in future years because it does not take into consideration pro forma
compensation expense related  to grants  prior to 1995.  The fair  value of  the
options  granted by  ReliaStar during  1996 and 1995  is estimated  as $9.45 and
$8.64, respectively, on the date  of grant using a Black-Scholes  option-pricing
model  with the following assumptions  regarding ReliaStar stock: dividend yield
2.0%, volatility ranging from .19% to .21%, risk-free interest rates of 5.1%  to
5.3% for 1996 and 7.4% for 1995, and an expected life of 3.65 to 5.65 years. The
Company's  portion  of  ReliaStar's  pro  forma  impact  on  net  income  is not
determinable.
    
 
   
NOTE 8. RELATED PARTY TRANSACTIONS
    
   
    The Company and ReliaStar have entered into agreements whereby ReliaStar and
the  Company  provide  certain  management,  administrative,  legal,  and  other
services  to each other. The  net amounts billed resulted  in the Company making
payments of  $28.3 million  and $25.1  million to  ReliaStar in  1996 and  1995,
respectively.  During 1996 and 1995, the Company paid dividends of $61.1 million
and $52.0  million,  respectively  to ReliaStar  consisting  of  cash  dividends
totaling  $54.0 million and $41.3 million  and noncash dividends of $7.1 million
and $10.7 million, respectively.
    
 
   
NOTE 9. SHAREHOLDER'S EQUITY
    
 
   
    DIVIDEND RESTRICTIONS
    
 
   
    The ability  of  ReliaStar  Life  to pay  cash  dividends  to  ReliaStar  is
restricted by law or subject to approval of the insurance regulatory authorities
of  Minnesota. These  authorities recognize only  statutory accounting practices
for the ability of an insurer to pay dividends to its shareholders.
    
 
   
    Under Minnesota  insurance  law  regulating  the  payment  of  dividends  by
ReliaStar  Life, any such payment must be  an amount deemed prudent by ReliaStar
Life's Board of Directors and, unless otherwise approved by the Commissioner  of
the  Minnesota Department  of Commerce (the  Commissioner), must  be paid solely
from the  adjusted earned  surplus of  ReliaStar Life.  Adjusted earned  surplus
means  the earned surplus as determined  in accordance with statutory accounting
practices (unassigned funds) less 25% of the amount of such earned surplus which
is attributable to unrealized  capital gains. Further,  without approval of  the
Commissioner,  ReliaStar  Life may  not pay  in any  calendar year  any dividend
which, when combined with other dividends  paid within the preceding 12  months,
exceeds  the greater  of (i)  10% of ReliaStar  Life's statutory  surplus at the
prior year-end  or  (ii)  100%  of ReliaStar  Life's  statutory  net  gain  from
operations  (not including realized capital gains)  for the prior calendar year.
For 1997, the amount of  dividends which can be  paid by ReliaStar Life  without
Commissioner approval is $144.0 million.
    
 
                                       84
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 9. SHAREHOLDER'S EQUITY (CONTINUED)
    
   
    STATUTORY SURPLUS AND NET INCOME
    
 
   
    Net  income  of  ReliaStar  Life  and  its  subsidiaries,  as  determined in
accordance with  statutory accounting  practices was  $150.4 million  and  $97.8
million  for 1996 and 1995, respectively. ReliaStar Life's statutory capital and
surplus was $783.4  million and $728.3  million at December  31, 1996 and  1995,
respectively.
    
 
   
NOTE 10. REINSURANCE
    
   
    The  Company is  a member  of reinsurance  associations established  for the
purpose of  ceding  the excess  of  life  insurance over  retention  limits.  In
addition, the Life and Health Reinsurance Division of ReliaStar Life assumes and
cedes  reinsurance on  certain life  and health  risks as  its primary business.
Reinsurance contracts  do  not  relieve  the Company  from  its  obligations  to
policyholders.  Failure of reinsurers to honor their obligations could result in
losses to  the Company;  consequently, allowances  are established  for  amounts
deemed  uncollectible. The amount of the allowance for uncollectible reinsurance
receivables was immaterial at December 31, 1996 and 1995. The Company  evaluates
the  financial condition of its reinsurers and monitors concentrations of credit
risk to minimize its exposure to significant losses from reinsurer insolvencies.
The Company's retention limit is $500,000 per life for individual coverage  and,
to  the extent that  ReliaStar Life reinsures life  policies written by Northern
and Bankers Security,  the limit is  increased 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:
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED
                                                                                         DECEMBER 31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Direct Premiums....................................................................  $   609.9  $   643.8
Reinsurance Assumed................................................................      334.3      297.6
Reinsurance Ceded..................................................................     (107.3)     (89.9)
                                                                                     ---------  ---------
  Net Premiums.....................................................................  $   836.9  $   851.5
                                                                                     ---------  ---------
                                                                                     ---------  ---------
  Reinsurance Recoveries...........................................................  $    96.3  $    80.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
                                       85
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 11. LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
         EXPENSE
    
   
    The  change in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Balance at January 1...............................................................  $   369.4  $   322.9
Less Reinsurance Recoverables......................................................       81.6       59.5
                                                                                     ---------  ---------
Net Balance at January 1...........................................................      287.8      263.4
Incurred Related to:
  Current Year.....................................................................      223.5      273.1
  Prior Year.......................................................................       (5.7)      (2.7)
                                                                                     ---------  ---------
Total Incurred.....................................................................      217.8      270.4
Paid Related to:
  Current Year.....................................................................      127.8      157.0
  Prior Year.......................................................................       97.1       89.0
                                                                                     ---------  ---------
Total Paid.........................................................................      224.9      246.0
Net Balance at December 31.........................................................      280.7      287.8
Plus Reinsurance Recoverables......................................................      102.6       81.6
                                                                                     ---------  ---------
  Balance at December 31...........................................................  $   383.3  $   369.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The liability for  unpaid accident  and health claims  and claim  adjustment
expenses  is included in Future Policy and Contract Benefits on the Consolidated
Balance Sheets.
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES
    
 
   
    LITIGATION
    
 
   
    The Company is a defendant in a number of lawsuits arising out of the normal
course of the business of the Company, some of which include claims for punitive
damages.  In  the  opinion  of  management,  the  ultimate  resolution  of  such
litigation  will not result in any material  adverse impact to the operations or
financial condition of the Company.
    
 
   
    JOINT GROUP LIFE AND ANNUITY CONTRACTS
    
 
   
    ReliaStar Life has issued certain participating group annuity and group life
insurance contracts jointly with another  insurance company. ReliaStar Life  has
entered  into  an  arrangement with  this  insurer whereby  ReliaStar  Life will
gradually transfer these liabilities  (approximately $281.9 million at  December
31,  1996) to the other insurer over  a ten-year period which commenced in 1993.
The terms of the  arrangement specify the interest  rate on the liabilities  and
provide  for  a  transfer  of  assets  and  liabilities  scheduled  in  a manner
consistent with the expected cash flows  of the assets allocated to support  the
liabilities.  A contingent liability exists with  respect to the joint obligor's
portion of the  contractual liabilities attributable  to contributions  received
prior  to July  1, 1993 in  the event  the joint obligor  is unable  to meet its
obligations.
    
 
   
    RESERVE INDEMNIFICATION AGREEMENT
    
 
   
    In  connection  with  the  March  1992  sale  of  Chartwell  Re  Corporation
(Chartwell),  the  Company and  the acquiring  company  entered into  a separate
reciprocal reserve indemnification agreement with
    
 
                                       86
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
   
respect to the  adequacy of  the loss and  loss adjustment  expense reserves  of
Chartwell.  On June 28, 1996, a  final settlement of the reserve indemnification
agreement was reached. The Company's  previous accruals for this liability  were
adequate.
    
 
   
    Amounts  previously charged  against income for  the reserve indemnification
agreement  are  presented  as   discontinued  operations  in  the   Consolidated
Statements of Income.
    
 
   
    FINANCIAL INSTRUMENTS
    
 
   
    The  Company is a party to financial instruments with off-balance-sheet risk
in the  normal course  of business  to reduce  its exposure  to fluctuations  in
interest  rates.  These  financial  instruments  include  commitments  to extend
credit, financial guarantees, futures contracts  and interest rate swaps.  Those
instruments  involve, to varying  degrees, elements of  credit, interest rate or
liquidity risk in excess  of the amount recognized  in the Consolidated  Balance
Sheets.
    
 
   
    The  Company's exposure to credit loss in the event of nonperformance by the
other party to  the financial instrument  for commitments to  extend credit  and
financial  guarantees written is represented by  the contractual amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments. For futures
contracts and interest rate swap transactions, the contract or notional  amounts
do  not represent exposure to credit loss.  For swaps, the Company's exposure to
credit loss is limited to those swaps where the Company has an unrealized  gain.
For  futures  contracts, the  Company  has no  exposure  to credit  risk  as the
contracts are marked to market daily.
    
 
   
    Unless otherwise noted,  the Company  does not require  collateral or  other
security to support financial instruments with credit risk.
    
 
   
<TABLE>
<CAPTION>
                                                                                           CONTRACT OR NOTIONAL
                                                                                                  AMOUNT
                                                                                               DECEMBER 31
                                                                                          ----------------------
                                                                                             1996        1995
                                                                                          ----------  ----------
                                                                                              (IN MILLIONS)
<S>                                                                                       <C>         <C>
Financial Instruments Whose Contract Amounts Represent Credit Risk
  Commitments to Extend Credit..........................................................  $    181.6  $     82.6
  Financial Guarantees..................................................................        40.9        41.8
Financial Instruments Whose Notional or Contract Amounts Exceed the Amount of Credit
 Risk
  Futures Contracts.....................................................................        76.6        80.4
  Interest Rate Swap Agreements.........................................................     1,109.5     1,222.5
</TABLE>
    
 
   
    COMMITMENTS  TO EXTEND  CREDIT -- Commitments  to extend  credit are legally
binding agreements  to lend  to  a customer.  Commitments generally  have  fixed
expiration  dates or other termination clauses and may require payment of a fee.
They generally may be terminated by the Company in the event of deterioration in
the financial  condition of  the borrower.  Since some  of the  commitments  are
expected to expire without being drawn upon, the total commitment amounts do not
necessarily  represent future liquidity requirements. The Company evaluates each
customer's creditworthiness on a case-by-case basis.
    
 
   
    FINANCIAL GUARANTEES  -- Financial  guarantees are  conditional  commitments
issued  by the Company guaranteeing  the performance of the  borrower to a third
party. Those  guarantees are  primarily  issued to  support public  and  private
commercial   mortgage  borrowing  arrangements.  The  credit  risk  involved  is
essentially the same as that involved in issuing commercial mortgage loans.
    
 
                                       87
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
   
    ReliaStar Life is a partner in eight real estate joint ventures where it has
guaranteed the repayment of loans of  the partnership. As of December 31,  1996,
ReliaStar  Life  had guaranteed  repayment of  $40.9  million ($41.8  million at
December 31, 1995) of such loans including the portion allocable to the PFA.  If
any  payments were made under these  guarantees, ReliaStar Life would be allowed
to make a claim for repayment from the joint venture, foreclose on the assets of
the  joint  venture  including  its  real  estate  investment  and,  in  certain
instances, make a claim against the joint venture's general partner.
    
 
   
    For   certain  of  these  partnerships,  ReliaStar  Life  has  made  capital
contributions from time to time to provide the partnerships with sufficient cash
to meet its obligations, including  operating expenses, tenant improvements  and
debt  service. Capital  contributions during  1996 and  1995 were insignificant.
Further capital contributions are  likely to be required  in future periods  for
certain  of the joint  ventures with the guarantees.  The Company cannot predict
the amount of such future contributions.
    
 
   
    FUTURES CONTRACTS -- Futures contracts are contracts for delayed delivery of
securities or  money market  instruments  in which  the  seller agrees  to  make
delivery  at a specified future  date of a specified  instrument, at a specified
price or yield. These contracts are entered into to manage interest rate risk as
part of  the Company's  asset and  liability management.  Risks arise  from  the
movements in securities values and interest rates.
    
 
   
    INTEREST  RATE SWAP AGREEMENTS -- The Company also enters into interest rate
swap agreements to  manage interest rate  exposure. The primary  reason for  the
interest  rate  swap agreements  is to  extend the  duration of  adjustable rate
investments. Interest rate swap transactions  generally involve the exchange  of
fixed and floating rate interest payment obligations without the exchange of the
underlying  principal amounts.  Changes in  market interest  rates impact income
from adjustable  rate  investments  and  have  an  opposite  (and  approximately
offsetting)  effect on  the reported income  from the swap  portfolio. The risks
under interest rate swap  agreements are generally similar  to those of  futures
contracts.  Notional principal amounts  are often used to  express the volume of
these transactions but  do not  represent the much  smaller amounts  potentially
subject to credit risk.
    
 
   
    LEASES
    
 
   
    The  Company  has operating  leases for  office  space and  certain computer
processing and other equipment. Rental expense for these items was $13.9 million
and $13.6 million for 1996 and 1995, respectively.
    
 
   
    Future minimum  aggregate  rental  commitments  at  December  31,  1996  for
operating leases were as follows:
    
 
   
<TABLE>
<CAPTION>
                     (IN MILLIONS)
- -------------------------------------------------------
<S>                <C>
1997 - $7.6                                 2000 - $4.6
1998 - $6.8                                 2001 - $3.9
1999 - $5.7                  2002 and thereafter - $4.7
</TABLE>
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS
    
   
    The  following disclosures are  made in accordance  with the requirements of
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS  No.
107  requires disclosure of fair  value information about financial instruments,
whether or not recognized in the balance  sheet, for which it is practicable  to
estimate  that value.  In cases  where quoted  market prices  are not available,
    
 
                                       88
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
fair values  are based  on  estimates using  present  value or  other  valuation
techniques. Those techniques are significantly affected by the assumptions used,
including  the discount rate and estimates of future cash flows. In that regard,
the derived  fair value  estimates, in  many  cases, could  not be  realized  in
immediate settlement of the instrument.
    
 
   
    SFAS  No. 107  excludes certain  financial instruments  and all nonfinancial
instruments from its  disclosure requirements. Accordingly,  the aggregate  fair
value amounts presented do not represent the underlying value of the Company.
    
 
   
    The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1996 and 1995. Although management is
not  aware of  any factors  that would  significantly affect  the estimated fair
value amounts, such amounts have not been comprehensively revalued for  purposes
of  these financial statements since that  date; therefore, current estimates of
fair value may differ significantly from the amounts presented herein.
    
 
   
    The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
    
 
   
    FIXED MATURITY SECURITIES -- The  estimated fair value disclosures for  debt
securities  satisfy the fair value disclosure  requirements of SFAS No. 107 (see
Note 4).
    
 
   
    EQUITY SECURITIES -- Fair  value equals carrying  value as these  securities
are carried at quoted market value.
    
 
   
    MORTGAGE  LOANS ON REAL ESTATE -- The fair values for mortgage loans on real
estate are estimated using discounted  cash flow analyses, using interest  rates
currently  being offered in the marketplace  for similar loans to borrowers with
similar credit ratings.  Loans with similar  characteristics are aggregated  for
purposes of the calculations.
    
 
   
    CASH,  SHORT-TERM INVESTMENTS AND  POLICY LOANS --  The carrying amounts for
these assets approximate the assets' fair values.
    
 
   
    OTHER FINANCIAL INSTRUMENTS REPORTED AS  ASSETS -- The carrying amounts  for
these  financial instruments  (primarily premiums and  other accounts receivable
and accrued investment income) approximate those assets' fair values.
    
 
   
    INVESTMENT CONTRACT LIABILITIES -- The fair value for deferred annuities was
estimated to be the  amount payable on  demand at the  reporting date, as  those
investment  contracts  have no  defined maturity  and are  similar to  a deposit
liability. The  amount payable  at  the reporting  date  was calculated  as  the
account balance less applicable surrender charges.
    
 
   
    The  fair value for GICs was  estimated using discounted cash flow analyses.
The discount rate used was based upon current industry offering rates on GICs of
similar durations.
    
 
   
    The fair values for supplementary  contracts without life contingencies  and
immediate  annuities  were estimated  using discounted  cash flow  analyses. The
discount rate was based upon treasury rates plus a pricing margin.
    
 
   
    The carrying amounts reported for other investment contracts, which includes
participating pension contracts and retirement plan deposits, approximate  those
liabilities' fair value.
    
 
   
    CLAIM  AND OTHER DEPOSIT FUNDS  -- The carrying amounts  for claim and other
deposit funds approximate the liabilities' fair value.
    
 
                                       89
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
    NOTES AND  MORTGAGES PAYABLE  -- The  fair  value for  the note  payable  to
ReliaStar  was  based upon  the  quoted market  price  of the  related ReliaStar
publicly traded debt. For other debt obligations, discounted cash flow  analyses
were  used. The  discount rate  was based  upon the  Company's estimated current
incremental borrowing rates.
    
 
   
    OTHER FINANCIAL INSTRUMENTS REPORTED AS LIABILITIES -- The carrying  amounts
for  other  financial instruments  (primarily  normal payables  of  a short-term
nature) approximate those liabilities' fair values.
    
 
   
    FINANCIAL GUARANTEES  --  The  fair values  for  financial  guarantees  were
estimated using discounted cash flow analyses based upon the expected future net
amounts to be expended. The estimated net amounts to be expended were determined
based on projected cash flows and a valuation of the underlying collateral.
    
 
   
    INTEREST  RATE SWAPS -- The fair value for interest rate swaps was estimated
using discounted cash  flow analyses.  The discount  rate was  based upon  rates
currently  being offered for similar interest  rate swaps available from similar
counterparties.
    
 
   
    The carrying amounts and  estimated fair values  of the Company's  financial
instruments as of December 31, 1996 and 1995 are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                           1996                      1995
                                                                 ------------------------  ------------------------
                                                                  CARRYING       FAIR       CARRYING       FAIR
                                                                   AMOUNT        VALUE       AMOUNT        VALUE
                                                                 -----------  -----------  -----------  -----------
                                                                                   (IN MILLIONS)
<S>                                                              <C>          <C>          <C>          <C>
Financial Instruments Recorded as Assets
  Fixed Maturity Securities....................................  $   9,298.2  $   9,298.2  $   9,053.7  $   9,053.7
  Equity Securities............................................         36.9         36.9         35.9         35.9
  Mortgage Loans on Real Estate
    Commercial.................................................      1,359.6      1,391.9      1,465.0      1,525.8
    Residential and Other......................................        495.8        507.4        483.4        496.1
  Policy Loans.................................................        549.0        549.0        499.8        499.8
  Cash and Short-Term Investments..............................        115.2        115.2        165.4        165.4
  Other Financial Instruments Recorded as Assets...............        534.7        534.7        503.3        503.3
Financial Instruments Recorded as Liabilities
  Investment Contracts
    Deferred Annuities.........................................     (6,970.9)    (6,547.9)    (6,704.9)    (6,285.6)
    GICs.......................................................        (74.7)      (102.0)      (115.0)      (148.6)
    Supplementary Contracts and Immediate Annuities............       (134.5)      (131.4)       (99.8)       (99.7)
    Other Investment Contracts.................................       (488.3)      (488.3)      (529.2)      (529.2)
  Claim and Other Deposit Funds................................       (123.6)      (123.6)      (114.9)      (114.9)
  Notes and Mortgages Payable..................................       (169.8)      (170.4)      (243.6)      (244.4)
  Other Financial Instruments Recorded as Liabilities..........       (229.0)      (229.0)      (224.8)      (224.8)
Off-Balance Sheet Financial Instruments
  Financial Guarantees.........................................           --         (4.5)          --         (4.6)
  Interest Rate Swaps..........................................           --         10.8           --         42.7
</TABLE>
    
 
   
    Fair value estimates are made at a specific point in time, based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for   sale   at   one   time   the   Company's   holdings   of   a    particular
    
 
                                       90
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
financial  instrument. Because no market exists for a significant portion of the
Company's financial instruments,  fair value  estimates are  based on  judgments
regarding  future expected  loss experience,  current economic  conditions, risk
characteristics of  various  financial  instruments  and  other  factors.  These
estimates  are subjective  in nature  and involve  uncertainties and  matters of
significant judgment  and,  therefore,  cannot  be  determined  with  precision.
Changes in assumptions could significantly affect the estimates.
    
 
   
    Fair  value  estimates  are  based  on  existing  on  and  off-balance sheet
financial instruments without  attempting to estimate  the value of  anticipated
future  business and the value of assets and liabilities that are not considered
financial instruments.  In  addition,  the  tax  ramifications  related  to  the
realization  of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.
    
 
   
NOTE 14. SUBSEQUENT EVENT
    
   
    On February 23, 1997, ReliaStar signed a definitive agreement to acquire and
merge Security-Connecticut Corporation  (SRC) into ReliaStar.  SRC is a  holding
company  with  two  primary  subsidiaries:  Security-Connecticut  Life Insurance
Company of Avon,  Connecticut, and  Lincoln Security Life  Insurance Company  of
Brewster,  New York. As of December 31, 1996, SRC had assets of $2.3 billion and
total shareholders' equity of $355 million. Completion of the merger is expected
in the  second or  third  quarter of  1997, and  is  subject to  normal  closing
conditions,  including  approval  by  SRC  shareholders  and  various regulatory
approvals. The acquisition  will be accounted  for as a  purchase and SRC's  two
life  insurance  company  subsidiaries will  be  contributed to  the  Company by
ReliaStar.
    
 
                                       91
<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 it in the Fixed Account. It is increased by transfers and Loan
Amounts from the Variable Account, and interest credits. It is decreased by
Monthly Deductions and partial withdrawals taken from it in the Fixed Account
and transfers to the Variable Account. The Fixed Accumulation Value will be
calculated at least monthly on the monthly anniversary date.
 
    You may transfer all or part of your Fixed Accumulation Value to the
Sub-Accounts of the Variable Account, subject to the following transfer
limitations:
 
    - The request to transfer must be postmarked no more than 30 days before the
      Policy Anniversary and no later than 30 days after the Policy Anniversary.
      Only one transfer is allowed during this period.
 
    - The Fixed Accumulation Value after the transfer must be at least equal to
      the Loan Amount.
 
    - No more than 50% of the Fixed Accumulation Value (minus any Loan Amount)
      may be transferred unless the balance, after the transfer, would be less
      than $1,000. If the balance would be less than $1,000, the full Fixed
      Accumulation Value (minus any Loan Amount) may be transferred.
 
    - You must transfer at least:
 
        --  $500, or
 
        --  the total Fixed Accumulation Value (minus any Loan Amount) if less
            than $500.
 
    We make the Monthly Deduction from your Fixed Accumulation Value in
proportion to the total Accumulation Value of the Policy.
 
    The Surrender Charge described in the Prospectus applies to the total
Accumulation Value, which includes the Fixed Accumulation Value. If the Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will be reduced by any applicable Surrender Charge, any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.
 
                                      A-1
<PAGE>
                                   APPENDIX B
                       CALCULATION OF ACCUMULATION VALUE
 
    The Accumulation Value of the Policy is equal to the sum of the Variable
Accumulation Value plus the Fixed Accumulation Value.
 
VARIABLE ACCUMULATION VALUE
    The Variable Accumulation Value is the total of your values in each
Sub-Account. The value for each Sub-Account is equal to:
 
1 multiplied by 2, where:
 
1
Is your current number of Accumulation Units (described below).
 
2
Is the current Unit Value (described below).
 
    The Variable Accumulation Value will vary from Valuation Date to Valuation
Date (described below) reflecting changes in 1 and 2 above.
 
    ACCUMULATION UNITS. When transactions are made which affect the Variable
Accumulation Value, dollar amounts are converted to Accumulation Units. The
number of Accumulation Units for a transaction is found by dividing the dollar
amount of the transaction by the current Unit Value.
 
    The number of Accumulation Units for a Sub-Account increases when:
 
    - Net Premiums are credited to that Sub-Account; or
 
    - Transfers from the Fixed Account or other Sub-Accounts are credited to
      that Sub-Account.
 
    The number of Accumulation Units for a Sub-Account decreases when:
 
    - You take out a Policy loan from that Sub-Account;
 
    - You take a partial withdrawal from that Sub-Account;
 
    - We take a portion of the Monthly Deduction from that Sub-Account; or
 
    - Transfers are made from that Sub-Account to the Fixed Account or other
      Sub-Accounts.
 
    UNIT VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal
to the previous Unit Value times the Net Investment Factor for that Sub-Account
(described below) for the Valuation Period (described below) ending on that
Valuation Date. The Unit Value was initially set at $10 when the Sub-Account
first purchased Fund shares.
 
    NET INVESTMENT FACTOR. The Net Investment Factor is a number that reflects
charges to the Policy and the investment performance during a Valuation Period
of the Fund in which a Sub-Account is invested. If the Net Investment Factor is
greater than one, the Unit Value is increased. If the Net Investment Factor is
less than one, the Unit Value is decreased. The Net Investment Factor for a Sub-
Account is determined by dividing 1 by 2.
 
(1 DIVIDED BY 2), where:
 
1
Is the result of:
 
    - The net asset value per share of the Fund shares in which the Sub-Account
      invests, determined at the end of the current Valuation Period;
 
    - Plus the per share amount of any dividend or capital gain distributions
      made on the Fund shares in which the Sub-Account invests during the
      current Valuation Period;
 
    - Plus or minus a per share charge or credit for any taxes reserved which we
      determine has resulted from the investment operations of the Sub-Account
      and to be applicable to the Policy.
 
                                      B-1
<PAGE>
2
Is the result of:
 
    - The net asset value per share of the Fund shares held in the Sub-Account,
      determined at the end of the last prior Valuation Period;
 
    - Plus or minus a per share charge or credit for any taxes reserved for
      during the last prior Valuation Period which we determine resulted from
      the investment operations of the Sub-Account and was applicable to the
      Policy.
 
    VALUATION DATE; VALUATION PERIOD. A Valuation Date is each day the New York
Stock Exchange is open for business except for a day that a Sub-Account's
corresponding Fund does not value its shares. A Valuation Period is the period
between two successive Valuation Dates, commencing at the close of business of a
Valuation Date and ending at the close of business on the next Valuation Date.
 
FIXED ACCUMULATION VALUE
    The Fixed Accumulation Value on the Policy Date is your Net Premium credited
to the Fixed Account on that date minus the Monthly Deduction applicable to the
Fixed Accumulation Value for the first Policy Month.
 
    After the Policy Date, the Fixed Accumulation Value is calculated as:
 
1 + 2 + 3 + 4 - 5 - 6, where:
 
1
Is the Fixed Accumulation Value on the preceding Monthly Anniversary, plus
interest from the Monthly Anniversary to the date of the calculation.
 
2
Is the total of your Net Premiums credited to the Fixed Account since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation.
 
3
Is the total of your transfers from the Variable Account to the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
4
Is the total of your Loan Amount transferred from the Variable Account since the
preceding Monthly Anniversary.
 
5
Is the total of your transfers to the Variable Account from the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
6
Is the total of your partial withdrawals from the Fixed Account since the
preceding Monthly Anniversary, plus interest from the date of withdrawal to the
date of the calculation.
 
    If the date of the calculation is a Monthly Anniversary, we also reduce the
Fixed Accumulation Value by the applicable Monthly Deduction for the Policy
Month following the Monthly Anniversary.
 
    The minimum interest rate applied in the calculation of the Fixed
Accumulation Value is an effective annual rate of 4%. Interest in excess of the
minimum rate may be applied in the calculation of your Fixed Accumulation Value
in a manner which our Board of Directors determines.
 
                                      B-2
<PAGE>
                                   APPENDIX C
            ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES,
                   CASH SURRENDER VALUES, AND DEATH BENEFITS
 
    The following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the Variable Account. The tables show how the Accumulation Values, Cash
Surrender Values, and Death Benefits of a Policy issued to two hypothetical
Joint Insureds (who pay the given Planned Periodic Premiums annually) would vary
over time if the investment return of the assets held in the Funds were a
uniform, gross, after-tax, annual rate of 0 percent, 6 percent or 12 percent.
 
   
    The tables on pages C-2 through C-7 illustrate a Policy issued to a male
Joint Insured Age 55 and a female Joint Insured Age 55, in a standard Rate Class
and qualifying for non-tobacco rates. The Accumulation Values, Cash Surrender
Values, and Death Benefits would be lower if either Joint Insured were in a
substandard Rate Class or did not qualify for the non-tobacco 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 frasierized 1980
Commissioners Standard Ordinary Mortality Tables for Nonsmokers and Smokers. The
fifth, sixth, and seventh columns assume that the monthly charge for cost of
insurance, the Monthly Mortality and Expense Charge, and the Monthly
Administrative Charge are based on the current amounts expected to be charged.
The Death Benefits also vary between tables depending upon whether the Level
Amount Death Benefit Option (Tables at pages C-2 through C-4) or the Variable
Amount Death Benefit Option (Tables at pages C-5 through C-7) is illustrated.
    
 
   
    The amounts shown for the Accumulation Values, Cash Surrender Values, and
Death Benefits reflect the fact that the net investment return of the
Sub-Accounts of the Variable Account is lower than the gross, after-tax return
on the assets held in the Funds as a result of the Funds' operating expenses.
The values shown take into account the daily total operating expenses paid by
the available portfolios of the VIP, VIP II, Northstar and PCM which together
are assumed to be at an average annual rate of 0.70% for all years. This figure
is derived based on an average of the Funds' 1996 operating expenses net of any
limitations on such expenses paid by the Funds. Thus, the illustrated gross
annual investment rates of return of 0 percent, 6 percent, and 12 percent
correspond to approximate net annual rates of return of -0.70%, 5.30%, and
11.30%, respectively. Without such expense reimbursements, total expenses would
be 0.79%. Hypothetical Accumulation Values, Cash Surrender Values and the Death
Benefits may be lower without the expense reimbursement. Expense reimbursements
are voluntary. While it is currently anticipated that expense reimbursements
will continue past the current year, there is no assurance of ongoing
reimbursements.
    
 
    The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes attributable to the Variable Account because we do not
currently make any such charges. However, such charges may be made in the future
and, in that event, the gross annual investment return would have to exceed 0
percent, 6 percent, or 12 percent by an amount sufficient to cover the tax
charges in order to produce the Accumulation Values, Cash Surrender Values, and
Death Benefits illustrated. (See section entitled "Federal Tax Matters" in the
prospectus).
 
    The tables illustrate the Policy values that would result based upon the
hypothetical rates of return if premiums are paid as indicated, if all Net
Premiums are allocated to the Variable Account, and if no Policy loans have been
made. The tables are also based on the assumptions that the Policy owner has not
requested an increase or decrease in the Face Amount, that no partial
withdrawals have been made, that no transfers have been made, and total
operating expenses of the Funds continue as anticipated. Actual results will
depend on the expenses and performance of the investment choice made by the
owner.
 
    Upon request, we will provide a comparable illustration based upon each
proposed Joint Insureds' Age, sex, underwriting classification, the Face Amount
and Planned Periodic Premium schedule requested, and any available riders
requested.
 
                                      C-1
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                  SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE
                       1 FEMALE AND 1 MALE JOINT INSURED
                         BOTH NON-TOBACCO PREMIUM CLASS
                               BOTH ISSUE AGE: 55
                            $8,500.00 ANNUAL PREMIUM
                             $1,000,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             7,300                     0          1,000,000            7,350                     0          1,000,000
          2            14,380                     0          1,000,000           14,510                     0          1,000,000
          3            21,220                 3,220          1,000,000           21,470                 3,470          1,000,000
          4            27,800                 9,800          1,000,000           28,230                10,230          1,000,000
          5            34,090                16,090          1,000,000           34,790                16,790          1,000,000
          6            40,070                22,070          1,000,000           41,130                23,130          1,000,000
          7            45,700                27,700          1,000,000           47,250                29,250          1,000,000
          8            50,940                32,940          1,000,000           53,120                35,120          1,000,000
          9            55,710                37,710          1,000,000           58,710                40,710          1,000,000
         10            59,940                41,940          1,000,000           64,000                46,000          1,000,000
         11            64,530                50,130          1,000,000           69,820                55,420          1,000,000
         12            68,390                57,590          1,000,000           75,220                64,420          1,000,000
         13            71,400                64,200          1,000,000           80,140                72,940          1,000,000
         14            73,430                69,830          1,000,000           84,540                80,940          1,000,000
         15            74,320                74,320          1,000,000           88,340                88,340          1,000,000
         20            53,210                53,210          1,000,000           96,380                96,380          1,000,000
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A $8,500.00 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.
    
 
   
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.
    
 
                                      C-2
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                  SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE
                       1 FEMALE AND 1 MALE JOINT INSURED
                         BOTH NON-TOBACCO PREMIUM CLASS
                               BOTH ISSUE AGE: 55
                            $8,500.00 ANNUAL PREMIUM
                             $1,000,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             7,750                     0          1,000,000            7,810                     0          1,000,000
          2            15,740                     0          1,000,000           15,880                     0          1,000,000
          3            23,950                 5,950          1,000,000           24,220                 6,220          1,000,000
          4            32,350                14,350          1,000,000           32,830                14,830          1,000,000
          5            40,940                22,940          1,000,000           41,710                23,710          1,000,000
          6            49,690                31,690          1,000,000           50,880                32,880          1,000,000
          7            58,560                40,560          1,000,000           60,310                42,310          1,000,000
          8            67,500                49,500          1,000,000           70,101                52,010          1,000,000
          9            76,460                58,460          1,000,000           79,950                61,950          1,000,000
         10            85,350                67,350          1,000,000           90,100                72,100          1,000,000
         11            95,290                80,890          1,000,000          101,550                87,150          1,000,000
         12           105,060                94,260          1,000,000          113,210               102,410          1,000,000
         13           114,540               107,340          1,000,000          125,070               117,870          1,000,000
         14           123,590               119,990          1,000,000          137,070               133,470          1,000,000
         15           132,060               132,060          1,000,000          149,160               149,160          1,000,000
         20           156,630               156,630          1,000,000          209,590               209,590          1,000,000
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A $8,500.00 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 90.
    
 
   
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.
    
 
                                      C-3
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                  SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE
                       1 FEMALE AND 1 MALE JOINT INSURED
                         BOTH NON-TOBACCO PREMIUM CLASS
                               BOTH ISSUE AGE: 55
                            $8,500.00 ANNUAL PREMIUM
                             $1,000,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                                 GUARANTEED COSTS                                         CURRENT COSTS
               -----------------------------------------------------  -----------------------------------------------------
                    (1) (2)              (1) (2)           (1) (2)         (1) (2)              (1) (2)           (1) (2)
   POLICY         ACCUMULATION        CASH SURRENDER        DEATH        ACCUMULATION        CASH SURRENDER        DEATH
    YEAR             VALUE                VALUE            BENEFIT          VALUE                VALUE            BENEFIT
  ---------        ---------            ---------         ---------       ---------            ---------         ---------
<S>            <C>                 <C>                   <C>          <C>                 <C>                   <C>
          1             8,210                   0         1,000,000            8,270                   0         1,000,000
          2            17,160                   0         1,000,000           17,300                   0         1,000,000
          3            26,890               8,890         1,000,000           27,180               9,180         1,000,000
          4            37,470              19,470         1,000,000           37,990              19,990         1,000,000
          5            48,950              30,950         1,000,000           49,800              31,800         1,000,000
          6            61,390              43,390         1,000,000           62,730              44,730         1,000,000
          7            74,860              56,860         1,000,000           76,860              58,860         1,000,000
          8            89,400              71,400         1,000,000           92,290              74,290         1,000,000
          9           105,080              87,080         1,000,000          109,130              91,130         1,000,000
         10           121,930             103,930         1,000,000          127,510             109,510         1,000,000
         11           141,530             127,130         1,000,000          148,990             134,590         1,000,000
         12           162,690             151,890         1,000,000          172,510             161,710         1,000,000
         13           185,490             178,290         1,000,000          198,270             191,070         1,000,000
         14           210,020             206,420         1,000,000          226,500             222,900         1,000,000
         15           236,400             236,400         1,000,000          257,440             257,440         1,000,000
         20           400,740             400,740         1,000,000          464,970             464,970         1,000,000
        AGE
         90         2,012,610           2,012,610         2,113,240        2,363,670           2,363,670         2,481,853
         95         3,392,050           3,392,050         3,392,050        3,974,410           3,974,410         3,974,410
        100         5,787,000           5,787,000         5,787,000        6,772,810           6,772,810         6,772,810
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A $8,500.00 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.
    
 
   
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.
    
 
                                      C-4
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                  SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE
                       1 FEMALE AND 1 MALE JOINT INSURED
                         BOTH NON-TOBACCO PREMIUM CLASS
                               BOTH ISSUE AGE: 55
                            $8,500.00 ANNUAL PREMIUM
                             $1,000,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  --------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
                  ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
 POLICY YEAR          VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------          ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                     <C>
          1             7,300                     0          1,007,300            7,350                     0          1,073,300
          2            14,370                     0          1,014,370           14,510                     0          1,014,510
          3            21,210                 3,210          1,021,210           21,460                 3,460          1,021,460
          4            27,780                 9,780          1,027,780           28,220                10,220          1,028,220
          5            34,050                16,050          1,034,050           34,760                16,760          1,034,760
          6            40,000                22,000          1,040,000           41,080                23,080          1,041,080
          7            45,590                27,570          1,045,570           47,170                29,170          1,047,170
          8            50,730                32,730          1,050,730           53,000                35,000          1,053,000
          9            55,400                37,400          1,055,400           58,530                40,530          1,058,530
         10            59,490                41,490          1,059,490           63,740                45,740          1,063,740
         11            63,890                49,490          1,063,890           69,450                55,050          1,069,450
         12            67,490                56,690          1,067,490           74,680                63,880          1,074,680
         13            70,160                62,960          1,070,160           79,400                72,200          1,079,400
         14            71,760                68,530          1,071,760           83,530                79,930          1,083,530
         15            72,130                72,130          1,072,130           87,010                87,010          1,087,010
         20            46,790                46,790          1,046,790           92,130                92,130          1,092,130
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A $8,500.00 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.
    
 
   
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.
    
 
                                      C-5
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                  SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE
                       1 FEMALE AND 1 MALE JOINT INSURED
                         BOTH NON-TOBACCO PREMIUM CLASS
                               BOTH ISSUE AGE: 55
                            $8,500.00 ANNUAL PREMIUM
                             $1,000,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                           CURRENT COSTS
               --------------------------------------------------------  -------------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)           (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION         CASH SURRENDER         DEATH
    YEAR              VALUE                 VALUE             BENEFIT           VALUE                 VALUE            BENEFIT
  ---------         ---------             ---------          ---------        ---------             ---------         ---------
<S>            <C>                  <C>                     <C>          <C>                  <C>                    <C>
          1             7,750                     0          1,007,750            7,810                     0         1,007,810
          2            15,740                     0          1,015,740           15,880                     0         1,015,880
          3            23,940                 5,940          1,023,940           24,210                 6,210         1,024,200
          4            32,330                14,330          1,032,330           32,810                14,810         1,032,810
          5            40,890                22,890          1,040,890           41,680                23,680         1,041,580
          6            49,590                34,590          1,049,590           50,810                32,810         1,050,810
          7            58,390                40,390          1,058,390           60,210                42,210         1,060,210
          8            67,230                49,230          1,067,230           69,840                51,840         1,069,840
          9            76,030                58,030          1,076,030           79,690                61,690         1,079,690
         10            84,690                66,690          1,084,690           89,720                71,720         1,089,720
         11            94,300                79,900          1,094,300          100,980                86,580         1,100,980
         12           103,620                92,820          1,103,020          112,370               101,570         1,112,370
         13           112,480               105,280          1,112,480          123,850               116,650         1,123,850
         14           120,700               117,100          1,120,700          135,350               131,750         1,135,350
         15           128,090               128,090          1,128,090          146,800               146,800         1,146,800
         20           140,900               140,900          1,140,900          200,180               200,180         1,200,180
         **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A $8,500.00 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 90.
    
 
   
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.
    
 
                                      C-6
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                  SURVIVORSHIP FLEXIBLE PREMIUM VARIABLE LIFE
                       1 FEMALE AND 1 MALE JOINT INSURED
                         BOTH NON-TOBACCO PREMIUM CLASS
                               BOTH ISSUE AGE: 55
                            $8,500.00 ANNUAL PREMIUM
                             $1,000,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                                   GUARANTEED COSTS                                          CURRENT COSTS
               --------------------------------------------------------  -----------------------------------------------------
                     (1) (2)               (1) (2)            (1) (2)         (1) (2)              (1) (2)           (1) (2)
   POLICY         ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION        CASH SURRENDER        DEATH
    YEAR              VALUE                 VALUE             BENEFIT          VALUE                VALUE            BENEFIT
  ---------         ---------             ---------          ---------       ---------            ---------         ---------
<S>            <C>                  <C>                     <C>          <C>                 <C>                   <C>
          1             8,210                     0          1,008,740            8,270                   0         1,008,270
          2            17,150                     0          1,017,150           17,300                   0         1,017,380
          3            26,880                 8,880          1,026,880           27,180               9,180         1,027,880
          4            37,440                19,440          1,037,440           37,970              19,970         1,037,970
          5            48,890                30,890          1,048,890           49,760              31,760         1,049,760
          6            61,270                43,270          1,061,270           62,650              44,650         1,062,650
          7            74,640                56,640          1,074,640           76,720              58,720         1,076,720
          8            89,030                71,030          1,089,030           92,060              74,060         1,092,660
          9           109,460                86,460          1,109,460          108,770              90,770         1,108,770
         10           120,950               102,950          1,120,950          126,950             108,950         1,126,950
         11           140,020               125,620          1,140,030          148,110             133,710         1,148,110
         12           160,390               149,590          1,160,390          171,170             160,370         1,171,170
         13           182,060               174,860          1,182,060          196,270             189,070         1,196,270
         14           204,990               201,390          1,204,990          223,560             219,960         1,223,560
         15           229,160               229,160          1,229,160          253,200             253,020         1,253,200
         20           363,060               363,060          1,363,060          443,700             443,700         1,443,780
        AGE
         90           825,600               825,600          1,000,000        1,214,980           1,214,980         2,214,980
         95           561,830               561,830                  0        1,220,330           1,220,330         2,220,330
        100                 0                     0                  0          768,150             768,150         1,768,150
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A $8,500.00 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.
    
 
   
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.
    
 
                                      C-7
<PAGE>
   
                                   APPENDIX D
                           MAXIMUM SURRENDER CHARGES
                           PER $1,000 OF FACE AMOUNT
    
<TABLE>
<CAPTION>
 Joint Insured's
  Age at Policy
Date or Effective
      Date         Charge Per $1,000 of Face Amount
 of Increase, as   (Initial Face Amount or Amount of
   Appropriate            Requested Increase)
- -----------------  ---------------------------------
<S>                <C>
        0                      $    8.00
        1                           8.00
        2                           8.00
        3                           8.00
        4                           8.00
        5                           8.00
        6                           8.00
        7                           8.00
        8                           8.00
        9                           8.00
       10                           8.00
       11                           8.00
       12                           8.00
       13                           8.00
       14                           8.00
       15                           8.00
       16                           8.00
       17                           8.00
       18                           8.00
       19                           8.00
       20                           8.00
       21                           8.00
       22                           8.00
       23                           8.00
       24                           8.00
       25                           8.00
       26                           8.20
       27                           8.40
       28                           8.60
       29                           8.80
       30                           9.00
       31                           9.20
       32                           9.40
       33                           9.60
       34                           9.80
       35                          10.00
       36                          10.20
       37                          10.40
       38                          10.60
       39                          10.80
       40                          11.00
       41                          11.20
       42                          11.40
 
<CAPTION>
 Joint Insured's
  Age at Policy
Date or Effective
      Date         Charge Per $1,000 of Face Amount
 of Increase, as   (Initial Face Amount or Amount of
   Appropriate            Requested Increase)
- -----------------  ---------------------------------
<S>                <C>
       43                      $   11.60
       44                          11.80
       45                          12.00
       46                          12.60
       47                          13.20
       48                          13.80
       49                          14.40
       50                          15.00
       51                          15.60
       52                          16.20
       53                          16.80
       54                          17.40
       55                          18.00
       56                          18.60
       57                          19.20
       58                          19.80
       59                          20.40
       60                          21.00
       61                          21.60
       62                          22.20
       63                          22.80
       64                          23.40
       65                          24.00
       66                          24.00
       67                          24.00
       68                          24.00
       69                          24.00
       70                          24.00
       71                          24.00
       72                          24.00
       73                          24.00
       74                          24.00
       75                          24.00
       76                          23.60
       77                          23.20
       78                          22.80
       79                          22.40
       80                          22.00
       81                          21.60
       82                          21.20
       83                          20.80
       84                          20.40
       85                          20.00
</TABLE>
 
The maximum Surrender Charge per $1,000 of Face Amount is determined by
calculating the average of the Charge Per $1,000 from the above table for each
of the Joint Insured's. The Surrender Charge for the Initial Face Amount is
based on each Joint Insured's Issue Age on the Policy Date. The Surrender Charge
for any requested increase in Face Amount is based on each Joint Insured's Age
on the Effective Date of the Increase.
 
                                      D-1
<PAGE>






RELIASTAR (logo)

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





SURVIVORSHIP LIFE PROSPECTUS                           46203 (APRIL 30, 1997)


<PAGE>


                                      SIGNATURES

   
Pursuant to the requirements of the Securities Act of 1933 and the Investment 
Company Act of 1940, Registrant has duly caused this Pre-Effective Amendment 
No.1 to Registration Statement S-6 to be signed on its behalf, in the City 
of Minneapolis, and State of Minnesota, on the 28th day of March, 1997.
    

                             SELECT*LIFE VARIABLE ACCOUNT
                                       (Registrant)

                             By: RELIASTAR LIFE INSURANCE COMPANY
                                       (Depositor)
   
                             By:  /s/ John G. Turner
                                -----------------------------------------------
                                  John G. Turner, Chairman
                                  and Chief Executive Officer
    
   
As required by the Securities Act of 1933 and the Investment Company Act of 
1940, Depositor has caused this Pre-Effective Amendment No. 1 to Registration 
Statement to be signed on its behalf, in the City of Minneapolis and State of 
Minnesota, on this 28th day of March, 1997.
    

                             RELIASTAR LIFE INSURANCE COMPANY
                                       (Depositor)
   
                             By:  /s/ John G. Turner
                                -----------------------------------------------
                                  John G. Turner, Chairman
                                  and Chief Executive Officer
    
   
As requested by the Securities Act of 1933, this Pre-Effective Amendment No. 
1 to the Registration Statement S-6 has been signed on this 28th day of 
March, 1997 by the following directors and officers of Depositor in the 
capacities indicated:
    
   
/s/ John G. Turner      Chairman and Chief Executive Officer
- ----------------------
    John G. Turner

/s/ Wayne R. Huneke     Senior Vice President and Chief Financial Officer
- ----------------------  (Principal Accounting Officer)
    Wayne R. Huneke
    
   
R. Michael Conley       Kenneth U. Kuk           Donald L. Swanson
Richard R. Crowl        William R. Merriam       John G. Turner
John H. Flittie         Robert C. Salipante      Steven W. Wishart
Wayne R. Huneke
    

* A majority of the Board of Directors

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


                                       PART II

                          Contents of Registration Statement

   
This Pre-Effective Amendment No.1 to the Registration Statement comprises the 
following papers and documents:
    

   
    The Facing Sheet.
    The general form of Prospectus, consisting of 104 pages.
    Undertakings to file reports.* (Filed in S-6EL24 on December 23, 1996, File
    No. 333-18517, and incorporated herein by reference.)
    Rule 484 Undertakings.* (Filed in S-6EL24 on December 23, 1996, File No.
    333-18157 and incorporated herein by reference.)
    Representation pursuant to Section 26(e)(2)(A).* (Filed in S-6EL24 on
    December 23, 1996, File No. 333-18517, and incorporated herein by
    reference.)
    The signatures.
    

Written consents of the following persons;

   
1.  Robert B. Saginaw - Filed as part of EX-99.2
2.  Craig A. Krogstad, FSA, MAAA - Filed as part of EX-99.C6.
3.  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, File No. 333-18517,
    and incorporated herein by reference.)
    

    (2)  Not applicable.

   
    (3)  (a)  General Distributor Agreement between Washington Square
    Securities Inc. and ReliaStar.* (Filed in S-6EL24 on December 23, 1996,
    File No. 333-18517, and incorporated herein by reference.)
    
   
         (b)  Specimens of Selling Agreements.* (Filed in S-6EL24 on December 
    23, 1996, File No. 333-18517, and incorporated herein by reference.)
    
    (4)  Not applicable.

<PAGE>

   
    (5)  Form of Policy available (together with available Policy riders).* 
    (Filed in S-6EL24 on December 23, 1996, File No. 333-18517, and
    incorporated herein by reference.)
    
   
    (6)  (a)  Amended Articles of Incorporation of ReliaStar Life Insurance 
    Company.* (Filed in S-6EL24 on December 23, 1996, File No. 333-18517, and
    incorporated herein by reference.)
    
   
    (6)  (b)  Amended By-laws of ReliaStar Life Insurance Company.* (Filed in 
    S-6EL24 on December 23, 1996, File No. 333-18517, and incorporated herein by
    reference.)
    
    (7) Not applicable.
   
    (8)   (a)  Participation Agreement with Fidelity's Variable Insurance 
    Products Fund and Fidelity Distributors Corporation and Amendments Nos.
    1-8.* (Filed in S-6EL24 on December 23, 1996, File No. 333-18517, 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 in S-6EL24 on December 23, 1996, File No. 333-18517, and
    incorporated herein by reference.)
    
   
    (8)  (c)  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.)
    
    (9)  Not applicable.
   
    (10) Policy application.* (Filed in S-6EL24 on December 23, 1996, File No. 
    333-18517, 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.
   
EX-99.C6.          Actuarial Opinion and Consent
    
EX-99.D1.          Memorandum describing ReliaStar Life's issuance, transfer and
                   redemption procedures for the Policies and ReliaStar Life's
                   procedure for

<PAGE>

   
         conversion to a fixed benefit policy.* (Filed in S-6EL24 on December
         23, 1996, File No. 333-18517, and incorporated herein by reference.)
    
   
EX-24.   Powers of Attorney.* (Filed in S-6EL24 on December 23, 1996, File No.
         333-18517, and incorporated herein by reference.)
    
         R. Michael Conley
         Richard R. Crowl
         John H. Flittie
         Wayne R. Huneke
         Kenneth U. Kuk
   
         William R. Merriam
    
         Robert C. Salipante
         Donald L. Swanson
         John G. Turner
         Steven W. Wishart

   
EX-27.   Financial Data Schedule
    
   
*   Previously Filed
    

<PAGE>
   
[LETTERHEAD]

March 24, 1997

ReliaStar Life Insurance Company
20 Washington Avenue S.
Minneapolis, MN 55440

Madam/Sir:

In connection with the proposed registration under the Securities Act of 
1933, as amended, of flexible premium variable life insurance policies (the 
"Policies") and interests in Select*Life Variable Account (the "Variable 
Account"), I have examined documents relating to the establishment of the 
Variable Account by the Board of Directors of ReliaStar Life Insurance 
Company (the "Company ") as a separate account for assets applicable to 
variable contracts, pursuant to Minnesota Statutes Sections 61A.13 to 61A.21, 
as amended, and the Registration Statement, on Form S-6, File No. 
333-18517 (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/ RBS
- -----------------
Robert B. Saginaw
Counsel

    



<PAGE>

   

                                                                        EX 99.C1



INDEPENDENT AUDITORS' CONSENT


Board of Directors and Contract Holders
Select*Life Variable Account

We consent to the use in this Pre-Effective Amendment No. 1 to Registration 
Statement on Form S-6 (File No. 333-18517) 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.

Deloitte & Touche  LLP




Minneapolis,  MN
March 26, 1997

    


<PAGE>
   
[LETTERHEAD]

March 24, 1997

ReliaStar Life Insurance Company
20 Washington Avenue S.
Minneapolis, MN 55440

Madam/Sir:

This opinion is furnished in connection with the registration by ReliaStar 
Life Insurance Company of a flexible premium survivorship variable life 
insurance policy (the "Contract") under the Securities Act of 1933, as 
amended.  The Contract, including variations thereof used in various states, 
is described in the Prospectus constituting a part of the Registration 
Statement on Form S-6, as amended, File No. 333-18517.

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
    Joint Insured Age 55 and a female Joint Insured Age 55, both nonsmokers in
    a standard Rate Class, than to prospective purchasers of the Contract for
    other ages, sexes, or Rate Classes.  In any state where charges cannot be
    based upon the insured's sex, the rate structure of the Contract has not
    been designed so as to make the relationship between premium and benefits,
    as shown in the illustrations, appear more favorable to a prospective
    purchaser of the Contract for Joint Insureds who are both Age 55 than to
    prospective purchasers of the Contract for other ages.

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

Sincerely,


/s/ Craig A. Krogstad
- ----------------------------
Craig A. Krogstad, FSA, MAAA
Actuary

    





<TABLE> <S> <C>

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

</TABLE>


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