SELECT LIFE VARIABLE ACCOUNT
485BPOS, 1997-07-18
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                                                       REGISTRATION NOS. 2-95392
                                                                    AND 811-4208

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 POST-EFFECTIVE

   
                               AMENDMENT NO. 20 TO
                                    FORM S-6
    

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

A. Exact name of trust:  Select*Life Variable Account

B. Name of Depositor:  ReliaStar Life Insurance Company

C. Complete address of depositor's principal executive offices:
                                                    20 Washington Avenue South
                                                    Minneapolis, Minnesota 55401

D. Name and complete address of agent for service:  
                                                    Stewart D. Gregg, Esq.,
                                                    20 Washington Avenue South,
                                                    Minneapolis, Minnesota 55401

   It is proposed that this filing will become effective (check appropriate box)

   [ ] immediately upon filing pursuant to paragraph (b) of Rule 485

   
   [X] on August 8, 1997 pursuant to paragraph (b) of Rule 485
    

   [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485

   [ ] on (date) pursuant to paragraph (a)(1) of rule 485 of rule 485.

   If appropriate, check the following box:

   [ ] this post-effective amendment designates a new effective date for a
       previously filed post-effective amendment.

E. Title and amount of securities being registered: Interest in the separate
   account under flexible premium variable life insurance policies.

F. Proposed maximum aggregate offering price to the public of the securities
   being registered. Not applicable.

G. Amount of filing fee:  None. The registrant has chosen to register an
   indefinite number of policies under the Securities Act of 1933 pursuant to
   rule 24f-2 under the Investment Company Act of 1940. The rule 24f-2 notice
   for Registrant's most recent fiscal year end was filed on February 20,
   1997.

H. Approximate date of proposed public offering:

   [ ] Check box if it is proposed that this filing will become effective on
       (date) at (time) pursuant to Rule 487.


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                              CROSS REFERENCE SHEET
                         (RECONCILIATION AND TIE SHEET)

                ITEM NUMBER OF
                  FORM N-8B-2              HEADING IN PROSPECTUS
                  -----------              ---------------------

                      1                    Cover Page

                      2                    Cover Page

                      3                    Not Applicable

                      4                    Distribution of the Policies

                      5                    ReliaStar Life Insurance
                                           Company and the Variable Account

                      6                    The Variable Account

                      7                    Not Applicable

                      8                    Not Applicable

                      9                    Not Applicable

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

                      11                   Deductions and Charges; Investments
                                           of the Variable Account

                      12                   Investments of the Variable Account

                      13                   Deductions and Charges

                      14                   The Policies; General Provisions;
                                           Distributions of the Policies

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

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

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

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

                      19                   Voting Rights; General Provisions

                      20                   Not Applicable

                      21                   Policy Loans

                      22                   Not Applicable


<PAGE>


                ITEM NUMBER OF
                  FORM N-8B-2              HEADING IN PROSPECTUS
                  -----------              ---------------------

                      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

                      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


<PAGE>


                ITEM NUMBER OF
                  FORM N-8B-2              HEADING IN PROSPECTUS
                  -----------              ---------------------

                      53                   Federal Tax Matters

                      54                   Not Applicable

                      55                   Not Applicable

                      56                   Not Applicable

                      57                   Not Applicable

                      58                   Not Applicable

                      59                   Financial Statements


<PAGE>


SELECT*LIFE I

   
AUGUST 8, 1997 PROSPECTUS
    

Flexible Premium Variable

Life Insurance Policy


                                                                  [LOGO]
                                                                  RELIASTAR
                                                                  RELIASTAR LIFE


<PAGE>


                          20 Washington Avenue South
                         Minneapolis, Minnesota 55401


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

This Prospectus describes a flexible premium variable life insurance policy (the
"Policy") offered by ReliaStar Life Insurance Company ("we", "us", "our" or the
"Company"). This Policy, as long as it remains in force, is designed to provide
lifetime insurance protection up to Age 95. It also is designed to provide
maximum flexibility in connection with premium payments and death benefits by
giving the Policy owner ("you", "your") the opportunity to allocate net premiums
among investment alternatives with different investment objectives. A Policy
owner may, subject to certain restrictions, including limitations on premium
payments, vary the frequency and amount of premium payments and increase or
decrease the level of death benefits payable under the Policy. This flexibility
allows a Policy owner to provide for changing insurance needs under a single
insurance contract.

The Policy provides for a death benefit payable at the Insured's death. As long
as the Policy remains in force, the death benefit will never be less than the
current Face Amount less any Policy loans and unpaid charges. The minimum Face
Amount of the Policy is currently $25,000. The Face Amount may be increased,
subject to certain limitations, provided that the increase is not less than
$5,000. Generally, the Policy will remain in force as long as the Policy's Cash
Surrender Value (that is, the amount that would be paid to you upon surrender of
the Policy) is sufficient to pay certain monthly charges imposed in connection
with the Policy (including the cost of insurance and certain administrative
charges). In addition, the Policy will remain in force until the Insured reaches
Age 65 (or five Policy Years, if longer), without regard to the Cash Surrender
Value, if on each Monthly Anniversary the total premiums paid on the Policy,
less any partial withdrawals and Policy loans, equals or exceeds the total
required Minimum Monthly Premium payments specified in your Policy (which is a
feature of the Policy called the "Death Benefit Guarantee"). Under certain
circumstances, partial withdrawals may not be deducted from premiums paid for
the purposes of the Death Benefit Guarantee.

                            (Continued on next page)

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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

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

   
THE DATE OF THIS PROSPECTUS IS AUGUST 8, 1997.
    


<PAGE>


   
Net premiums paid under the Policy are allocated, according to your
instructions, either to the Select*Life Variable Account (the "Variable
Account"), which is one of our separate accounts, or to our General Account (the
"Fixed Account"). Any amounts allocated to the Variable Account will be
allocated to one or more Sub-Accounts of the Variable Account. The assets of
each Sub-Account will be invested solely in one of three portfolios available
through The Alger American Fund, in the shares of one of the five portfolios of
the Fidelity Variable Insurance Products Fund ("VIP"), in one of the four
portfolios of the Fidelity Variable Insurance Products Fund II ("VIP II"), in
one of four portfolios of Janus Aspen Series, one of two portfolios available
through Neuberger&Berman Advisors Management Trust (collectively the "Funds"),
in one of five funds available through the Northstar Variable Trust, in one of
four portfolios available through the OCC Accumulation Trust, and in one of four
funds available through Putnam Variable Trust. The prospectus for each of the
Funds describes the investment objectives and attendant risks of each of the
Funds and portfolios. These prospectuses are contained in the accompanying book
entitled "Select*Product Mutual Funds."
    

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

The Policy provides for two types of "free look" periods, one after the issuance
of the Policy and the other after any requested increase in the Face Amount. See
"Free Look and Conversion Rights -- Free Look Rights".

THE CHARGES IMPOSED UPON EARLY SURRENDER OR LAPSE WILL BE SIGNIFICANT. FOR
EXAMPLE, IF YOU MAKE PREMIUM PAYMENTS NO GREATER THAN THE MINIMUM MONTHLY
PREMIUM PAYMENTS SPECIFIED IN YOUR POLICY, YOU CAN EXPECT THAT DURING AT LEAST
THE EARLY POLICY YEARS, ALL OR SUBSTANTIALLY ALL OF YOUR PREMIUM PAYMENTS WILL
BE REQUIRED TO PAY THE SURRENDER CHARGE AND OTHER CHARGES ASSOCIATED WITH THE
POLICY. AS A RESULT, YOU SHOULD PURCHASE A POLICY ONLY IF YOU HAVE THE FINANCIAL
CAPABILITY TO KEEP IT IN FORCE FOR A SUBSTANTIAL PERIOD. ALSO, CHARGES IMPOSED
UPON SURRENDER OR THE LAPSE OF THE POLICY WILL USUALLY EXCEED THE ACCUMULATION
VALUE OF THE POLICY DURING THE EARLY POLICY YEARS, WHICH MEANS THAT PAYMENTS
SUFFICIENT TO MAINTAIN THE DEATH BENEFIT GUARANTEE WILL BE REQUIRED TO AVOID
LAPSE DURING THIS PERIOD OF TIME. THESE SAME CONSIDERATIONS APPLY AFTER A
REQUESTED INCREASE IN FACE AMOUNT, WHICH CREATES THE POSSIBILITY OF ADDITIONAL
CHARGES UPON SURRENDER OR LAPSE OF THE POLICY. SEE "PAYMENT AND ALLOCATION OF
PREMIUMS -- AMOUNT AND TIMING OF PREMIUMS", "DEATH BENEFIT GUARANTEE AND
"DEDUCTIONS AND CHARGES -- SURRENDER CHARGE".

REPLACING EXISTING INSURANCE WITH A POLICY DESCRIBED IN THIS PROSPECTUS MAY NOT
BE TO YOUR ADVANTAGE. IN ADDITION, IT MAY NOT BE TO YOUR ADVANTAGE TO PURCHASE
THIS POLICY TO OBTAIN ADDITIONAL INSURANCE PROTECTION IF YOU ALREADY OWN ANOTHER
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OR SOLICITATION IN ANY
JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE. NO
PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING FUND PROSPECTUSES AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

THIS ENTIRE PROSPECTUS SHOULD BE READ TO COMPLETELY UNDERSTAND THE POLICY
BEING OFFERED.

THE PRIMARY PURPOSE OF THE POLICY IS TO PROVIDE INSURANCE PROTECTION FOR THE
BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY
SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.


<PAGE>

DEFINITIONS                                                                   7

PART 1. SUMMARY

How does the Policy compare to traditional life insurance?.........          11

What is the Death Benefit?.........................................          11

What flexibility do you have to adjust the amount of the Death Benefit?      11

What is the Death Benefit Guarantee?...............................          11

If the Death Benefit Guarantee is not in effect, what will cause the

Policy to lapse?...................................................          12

What is the Fixed Account?.........................................          12

What is the Variable Account?......................................          12

What are the minimum and maximum premium payments allowed?.........          12

How are premiums allocated to the investment options?..............          12

Who are the investment advisers of the Funds?......................          12

What are the charges against the Variable Account?.................          13

What are the investment advisory fees and their Fund expenses?.....          13

What charges do we make against each premium payment?..............          15

What charges do we make against the Accumulation Value?............          15

What charges do we make upon lapse or total surrender of the Policy?         15

What is the value of the Policy if you surrender it?...............          16

Can you make partial withdrawals?..................................          16

What are the free look and conversion rights?......................          16

Can you transfer between the Sub-Accounts and/or the Fixed Account?          16

Can you borrow against the value of the Policy? ...................          16

Are Death Benefit proceeds taxable income to the beneficiary? .....          17

Are Accumulation Value increases included in your taxable income? .          17

Will exercising certain Policy rights have tax consequences? ......          17

Who sells the Policies? ...........................................          17

PART 2. DETAILED INFORMATION

ReliaStar Life Insurance Company ..................................          18

The Variable Account ..............................................          18

Performance Information ...........................................          18

The Policies ......................................................          19

Death Benefit .....................................................          19
Death Benefit Options .............................................          19
Which Death Benefit Option to Choose ..............................          22
Requested Changes in Face Amount ..................................          22
Insurance Protection ..............................................          23
Change in Death Benefit Option ....................................          24
Accelerated Benefit Rider .........................................          24

Payment and Allocation of Premiums ................................          25
Issuing the Policy ................................................          25
Allocation of Premiums ............................................          26
Amount and Timing of Premiums .....................................          26
Planned Periodic Premiums .........................................          27
Unscheduled Additional Premiums ...................................          27
Paying Premiums by Mail ...........................................          27

Death Benefit Guarantee ...........................................          27
Requirements ......................................................          28

Accumulation Value ................................................          29

Deductions and Charges ............................................          29
Premium Expense Charge ............................................          29
Monthly Deduction .................................................          30
Surrender Charge ..................................................          31
Partial Withdrawal and Transfer Charges ...........................          33
Reduction of Charges ..............................................          33

<PAGE>


Sales Charge Refund ...............................................          33

Policy Lapse and Reinstatement ....................................          34

Surrender Benefits ................................................          35
Total Surrender ...................................................          35
Partial Withdrawal ................................................          35

   
Transfers .........................................................          36
Telephone/Fax Instructions ........................................          36
Transfer Limits ...................................................          37
Transfer Charges ..................................................          37
Dollar Cost Averaging Service .....................................          37
Portfolio Rebalancing Service .....................................          37
    

Policy Loans ......................................................          38

Free Look and Conversion Rights ...................................          40
Free Look Rights ..................................................          40
Conversion Rights .................................................          41

   
Investments of the Variable Account ...............................          41
The Alger American Fund:
Alger American Growth Portfolio ...................................          42
Alger American MidCap Growth Portfolio ............................          42
Alger American Small Capitalization Portfolio .....................          42
    

Fidelity's Variable Insurance Products Fund (VIP):
Equity-Income Portfolio ...........................................          42
Growth Portfolio ..................................................          42
High Income Portfolio .............................................          42
Money Market Portfolio ............................................          43
Overseas Portfolio ................................................          43

   
Fidelity's Variable Insurance Products Fund II (VIP II):
Asset Manager Portfolio ...........................................          43
Contrafund Portfolio ..............................................          43
Index 500 Portfolio ...............................................          43
Investment Grade Bond Portfolio ...................................          43

Janus Aspen Series:
Aggressive Growth Portfolio .......................................          43
Growth Portfolio ..................................................          43
International Growth Portfolio ....................................          43
Worldwide Growth Portfolio ........................................          43

Neuberger&Berman Advisers Management Trust ("AMT"):
Limited Maturity Bond Portfolio ...................................          43
Partners Portfolio ................................................          44

Northstar Variable Trust:
Northstar Growth Fund .............................................          44
Northstar High-Yield Bond Fund ....................................          44
Northstar Income & Growth Fund ....................................          44
Northstar International Value Fund ................................          44
Northstar Multi-Sector Bond Fund ..................................          44
    

OCC Accumulation Trust:
Equity Portfolio ..................................................          45
Global Equity Portfolio ...........................................          45
Managed Portfolio .................................................          45
Small Cap Portfolio ...............................................          45

Putnam Variable Trust:
Putnam VT Diversified Income Fund .................................          46
Putnam VT Growth and Income Fund ..................................          46
Putnam VT Utilities Growth and Income Fund ........................          46
Putnam VT Voyager Fund ............................................          46

Addition, Deletion, or Substitution of Investments ................          46


<PAGE>


Voting Rights .....................................................          47

General Provisions ................................................          47
Benefits at Age 95 ................................................          47
Ownership .........................................................          47
Proceeds ..........................................................          48
Beneficiary .......................................................          48
Postponement of Payments ..........................................          48
Settlement Options ................................................          48
Incontestability ..................................................          49
Misstatement of Age and Sex .......................................          49
Adjustment of Proceeds ............................................          49
Suicide ...........................................................          49
Termination .......................................................          49
Amendment .........................................................          50
Reports ...........................................................          50
Dividends .........................................................          50
Collateral Assignment .............................................          50
Optional Insurance Benefits .......................................          50

Federal Tax Matters ...............................................          51

Policy Proceeds ...................................................          51
Taxation of Distributions .........................................          52
Taxation of Policies Held by Pension and Certain Deferred
Compensation Plans ...............................................          52
Taxation of ReliaStar Life Insurance Company ......................          53
Other Considerations ..............................................          53

Legal Developments Regarding Employment -- Related Benefit Plans ..          53

Distribution of the Policies ......................................          53

Management ........................................................          54
Directors .........................................................          54
Executive Officers ................................................          56

State Regulation ..................................................          56

Montana Residents .................................................          56

Legal Proceedings .................................................          56

Bonding Arrangements ..............................................          56

Legal Matters .....................................................          56

Experts ...........................................................          56

Registration Statement Contains Further Information ...............          57

Financial Statements ..............................................          57

Appendix A -- The Fixed Account ...................................         A-1

Appendix B -- Calculation of Accumulation Value ...................         B-1

Appendix C -- Illustration of Accumulation Values, Surrender Charges,
              Cash Surrender Values and Death Benefits ............         C-1

Appendix D -- Maximum Contingent Deferred Administrative Charges
              Per $1,000 of Face Amount ...........................         D-1

Appendix E -- Maximum Contingent Deferred Sales Charges Per $1,000 of 
              Face Amount .........................................         E-1

Appendix F -- Surrender Charge Guideline Per $1,000 of Face Amount          F-1


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

The Alger American Fund:
Alger American Growth Portfolio ...................................     Alger-1
Alger American MidCap Growth Portfolio ............................     Alger-1
Alger American Small Capitalization Portfolio .....................     Alger-1
    

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


<PAGE>


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

Janus Aspen Series:
Aggressive Growth Portfolio .......................................     Janus-1
Growth Portfolio ..................................................     Janus-1
International Growth Portfolio ....................................     Janus-1
Worldwide Growth Portfolio ........................................     Janus-1

Neuberger&Berman Advisers Management Trust ("AMT"):
Limited Maturity Bond Portfolio ...................................       N&B-1
Partners Portfolio ................................................       N&B-1

Northstar Variable Trust:
Northstar Growth Fund ............................................. Northstar-1
Northstar High-Yield Bond Fund .................................... Northstar-1
Northstar Income & Growth Fund .................................... Northstar-1
Northstar International Value Fund ................................ Northstar-1
Northstar Multi-Sector Bond Fund .................................. Northstar-1

OCC Accumulation Trust:
Equity Portfolio ..................................................       OCC-1
Global Equity Portfolio ...........................................       OCC-1
Managed Portfolio .................................................       OCC-1
Small Cap Portfolio ...............................................       OCC-1
    

Putnam Variable Trust:
Putnam VT Diversified Income Fund Putnam ..........................        VT-1
Putnam VT Growth and Income Fund Putnam ...........................        VT-1
Putnam VT Utilities Growth and Income Fund Putnam .................        VT-1
Putnam VT Voyager Fund Putnam .....................................        VT-1


<PAGE>


DEFINITIONS

ACCUMULATION VALUE. The total value attributable to a specific Policy, 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).

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

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

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

CODE. Internal Revenue Code of 1986, as amended.

CONTINGENT DEFERRED ADMINISTRATIVE CHARGE. A contingent deferred charge to
reimburse us for expenses incurred in issuing the Policy. The Contingent
Deferred Administrative Charge will only be imposed upon total surrender or
lapse of the Policy during the first 15 Policy Years and during the first 15
years following any requested increase in Face Amount. The sum of this charge
and the Contingent Deferred Sales Charge is the Surrender Charge. See
"Deductions and Charges -- Surrender Charge" at page 31.

CONTINGENT DEFERRED SALES CHARGE. A contingent deferred charge to reimburse us
for expenses relating to the distribution of the Policy. The Contingent Deferred
Sales Charge will only be imposed upon total surrender or lapse of the Policy
during the first 15 Policy Years and during the first 15 years following any
requested increase in Face Amount. The sum of this charge and the Contingent
Deferred Administrative Charge is the Surrender Charge. See "Deductions and
Charges -- Surrender Charge" at page 31.

DEATH BENEFIT. The amount determined under the applicable Death Benefit Option
(the Level Amount Option or the Variable Amount Option). The proceeds payable to
the beneficiary of the Policy upon the death of the Insured under either Death
Benefit Option will be reduced by any Loan Amount and any unpaid Monthly
Deductions. See "Death Benefit" at page 19.

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

DEATH BENEFIT GUARANTEE 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 $.01 per $1,000 of Face Amount.
See "Death Benefit Guarantee" at page 27 and "Deductions and Charges -- Monthly
Deduction" at page 30.

DEATH BENEFIT OPTION. Either of two death benefit options available under the
Policy (the Level Amount Option and the Variable Amount Option). See "Death
Benefit -- Death Benefit Options" at page 19.

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

FIXED ACCOUNT. The assets of ReliaStar Life Insurance Company other than
those allocated to the Variable Account or any other separate account. See
Appendix A.

FIXED ACCUMULATION VALUE. The value attributable to a specific Policy to the
extent such amount is attributable to the Fixed Account (our General
Account). Unlike the Variable Accumulation Value, the Fixed Accumulation
Value will not reflect the investment performance of the Funds. See
"Accumulation Value" at page 29 and Appendix B.


<PAGE>


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.

INSURED. The person upon whose life the Policy is issued.

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

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

LEVEL AMOUNT OPTION. One of two Death Benefit Options available under the
Policy. Under this option, the Death Benefit is the greater of the current Face
Amount or the applicable percentage of Accumulation Value on the Valuation Date
on or next following the date of the Insured's death. See "Death Benefit --
Death Benefit Options" at page 19.

LOAN AMOUNT. The sum of all unpaid Policy loans including unpaid interest
due.

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

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

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

MONTHLY DEDUCTION. A monthly charge deducted from the Accumulation Value of the
Policy. This charge includes the cost of insurance, the Monthly Expense Charge,
the Death Benefit Guarantee Charge, and any charges for optional insurance
benefits. See "Deductions and Charges -- Monthly Deduction" at page 30.

MONTHLY EXPENSE 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 $3.50 per month plus $.01 per $1,000 of Face Amount.
See "Deductions and Charges -- Monthly Deduction" at page 30.

MORTALITY AND EXPENSE RISK CHARGE. A daily charge deducted only from amounts in
the Variable Account 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 .80 of 1% (.80%) of the Variable Accumulation Value of the Policy. See
"Deductions and Charges -- Mortality and Expense Risk Charge" at page 32. 

NET PREMIUM. The gross premium less a Premium Expense Charge of 5%, which
consists of a sales charge of 2.50% and a premium tax charge of 2.50%. We may in
the future also make a charge of up to $2.00 per premium payment to reimburse us
for the cost of collecting and processing premiums. See "Deductions and Charges
- -- Premium Expense Charge" at page 29.

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

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


<PAGE>


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

PUTNAM VARIABLE TRUST.
Putnam VT Diversified Income Fund
Putnam VT Growth and Income 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 27.

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

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

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

POLICY MONTH. A month beginning on the Monthly Anniversary.

POLICY YEAR. A year beginning on the Policy Anniversary.

PREMIUM EXPENSE CHARGE. An amount deducted from each premium payment. The
Premium Expense Charge is currently 5% of each premium payment, which consists
of a sales charge of 2.50% and a premium tax charge of 2.50%. We may in the
future also make a charge of up to $2.00 per premium payment to reimburse us for
the cost of collecting and processing premiums. See "Deductions and Charges --
Premium Expense Charge" at page 29.

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

SALES CHARGE REFUND. An amount designated as Sales Charge Refund may exist
during the first two Policy Years or during any 24-month period following a
requested increase in Face Amount. Any such Sales Charge Refund will be applied
to supplement the Cash Surrender Value so as to continue the Policy in force for
some months during either of these 24-month periods if there is insufficient
Cash Surrender Value to cover Monthly Deductions. The Sales Charge Refund, if
any, to the extent not so applied, will be refunded upon total surrender of the
Policy during either of these 24-month periods. See "Sales Charge Refund" at
page 33.

SEC. Securities and Exchange Commission.

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

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

SURRENDER CHARGE. A charge imposed upon total surrender or lapse of the Policy
during the first 15 Policy Years and the first 15 years following any requested
increase in Face Amount. The Surrender Charge consists of the Contingent
Deferred Administrative Charge and the Contingent Deferred Sales Charge. See
"Deductions and Charges -- Surrender Charge" at page 31.

SURRENDER CHARGE GUIDELINE. An amount used in calculating Sales Charge Refunds
(see "Sales Charge Refund" at page 33) and in calculating the sales charge on
requested increases in Face Amount (see 


<PAGE>


"Deductions and Charges -- Surrender Charge -- Contingent Deferred Sales Charge"
at page 31). The Surrender Charge Guideline will equal the amount obtained by
dividing the Face Amount or the amount of a requested increase, as the case may
be, by $1,000, and multiplying the result by the applicable factor from Appendix
F. The Surrender Charge Guideline factors included in Appendix F are based on
certain provisions of Rule 6e-3(T), adopted by the SEC.

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

VALUATION DATE. Each day on which the New York Stock Exchange is open for
business except for a day that a Sub-Account 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; President's 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 18.

VARIABLE ACCUMULATION VALUE. The value attributable to a specific Policy to
the extent such amount is attributable to the Variable Account. See
"Accumulation Value" and Appendix B.

VARIABLE AMOUNT OPTION. One of two Death Benefit Options available under the
Policy. Under this option, the Death Benefit is the greater of the Face Amount
plus the Accumulation Value of the Policy, or the applicable percentage of
Accumulation Value on the Valuation Date on or next following the date of the
Insured's death. See "Death Benefit -- Death Benefit Options" at page 19.

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

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

WE, US, OUR, OR THE COMPANY. ReliaStar Life Insurance Company.

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


<PAGE>


PART 1. SUMMARY

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

HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE?

Like traditional life insurance:

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

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

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

     *    The Policy has a loan value.

     *    The Fixed Accumulation Value is guaranteed.

Unlike traditional life insurance:

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

     *    You may transfer existing values among the investment options.

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

     *    You choose between two Death Benefit Options.

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

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

WHAT IS THE DEATH BENEFIT?

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

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

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

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

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

Although we reserve the right to limit increases and decreases during the first
two policy years, you have flexibility to adjust the Death Benefit by increasing
or decreasing the Face Amount. You cannot decrease the Face Amount below the
Minimum Face Amount shown in the Policy. Any increase in the Face Amount may
require additional evidence of insurability satisfactory to us and will result
in additional charges. See "Death Benefit -- Requested Changes in Face Amount".

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

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

WHAT IS THE DEATH BENEFIT GUARANTEE?

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


<PAGE>


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

The Policy will only lapse if (a) the Loan Amount is greater than the
Accumulation Value plus any Sales Charge Refund reduced by the applicable
Surrender Charge, or (b) the Cash Surrender Value plus any Sales Charge Refund
is less than the Monthly Deduction due, and in both cases 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.

WHAT IS THE VARIABLE ACCOUNT?

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

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

WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED?

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

HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS?

You choose the premium allocation on the application. You can allocate premiums
to the Fixed Account and/or one or more Sub-Accounts of the Variable Account.
The initial allocation remains in effect for any future premium payments until
you change it. See "Payment and Allocation of Premiums -- Allocation of
Premiums".

WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?

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

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

   
Janus Capital Corporation ("Janus Capital") is the investment adviser of four
portfolios of Janus Aspen Trust.

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

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

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


<PAGE>


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

WHAT ARE THE CHARGES AGAINST THE VARIABLE ACCOUNT?

Certain charges will be deducted as a percentage of the value of the net assets
of the Variable Account. These charges will not be deducted from assets in the
Fixed Account.

TAXES. Currently no charge is made to the Variable Account for Federal income
taxes that may be attributable to the Variable Account. We may, however, make
such a charge in the future. Charges for other taxes, if any, attributable to
the Variable Account may also be made.

WHAT ARE THE INVESTMENT ADVISORY FEES AND THEIR 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 located in Part II, the "SELECT*PRODUCT MUTUAL
FUNDS".
    


<TABLE>
<CAPTION>

EXPENSES

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

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

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

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

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

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

OCC Equity Portfolio (a)(f)                              0.80%         0.22%           1.02%
OCC Global Equity Portfolio (a)(f)                       0.80%         0.63%           1.43%
OCC Managed Portfolio (a)(f)                             0.80%         0.10%           0.90%
OCC Small Cap Portfolio (a)(f)                           0.80%         0.22%           1.02%
    

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 Utilities Growth and Income Fund (g)           0.69%         0.09%           0.78%
Putnam VT Voyager Fund                                   0.57%         0.06%           0.63%


<PAGE>


   
(a)      The Company or its affiliates may receive compensation from an
         affiliate or affiliates of certain of the Funds based upon an annual
         percentage of the average net assets held in that Fund by the Company
         and by certain of the Company's insurance company affiliates. These
         amounts are intended to compensate the Company or the Company's
         affiliates for administrative, recordkeeping, and in some cases,
         distribution, and other services provided by the Company and its
         affiliates to Funds and/or the Funds' affiliates. Payments of such
         amounts by an affiliate or affiliates of the Funds do not increase the
         fees paid by the Funds or their shareholders.

(b)      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 univested 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
         VIP's Equity Income Portfolio, .67% for VIP's Growth Portfolio, .92%
         for VIP's Overseas Portfolio, .73% for VIP II's Asset Manager
         Portfolio, and .71% for VIP II's Contrafund Portfolio.

(c)      FMR agreed to reimburse a portion of VIP II's 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.

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

(e)      The investment adviser to the Northstar variable trust has agreed to
         reimburse the five Northstar Funds for any expenses in excess of 0.80%
         of each Fund's average daily net assets. In the absence of the
         investment adviser's expense reimbursements, the actual expenses that
         would have been paid by each Fund during its fiscal year ended December
         31, 1996 would have been: Income and Growth Fund -- 1.40%; Growth Fund
         -- 1.70%; Multi-Sector Bond Fund -- 1.68%; and High Yield Bond Fund --
         1.73%. The International Value Fund commenced operations on August 8,
         1997, and so has no historical expense information. Absent the expense
         reimbursement, Management Expenses for this Fund would be projected to
         be 1.90%. Expense reimbursements are voluntary. There is no assurance
         on ongoing reimbursement.

(f)      The annual expenses of OCC Accumulation Trust Portfolio (the
         "Portfolios") as of December 31, 1996 have been restated to reflect new
         management fee and expense limitation arrangements in effect as of May
         1, 1996. Additionally, Other Expenses are shown gross of certain
         expense offsets afforded the Portfolios which effectively lowered
         overall custody expenses. Effective May 1, 1996, the expenses of the
         Portfolios were contractually limited by OpCap Advisors so that their
         respective annualized operating expenses (net of any expense offsets)
         do not exceed 1.25% of their respective average daily net assets.
         Furthermore, through December 31, 1997, the annualized operating
         expenses of the Equity, Managed, and Small Cap Portfolios will be
         voluntarily limited by OpCap Advisors so that annualized operating
         expenses (net of any expense offsets) of these Portfolios do not exceed
         1.00% of their respective average daily net assets. Without such
         contractual and voluntary expense limitations and without giving effect
         to any expense offsets, the Management Fees, Other Expenses and Total
         Investment Fund Annual Expenses incurred for the fiscal year ended
         December 31, 1996 would have been .80%, .31% and 1.11% respectively,
         for the Equity Portfolio; .80%, 1.04% and 1.84% respectively, for the
         Global Equity Portfolio; .80%, .10% and .90% respectively, for the
         Managed Portfolio; and .80%, .26% and 1.06% respectively, for the Small
         Cap Portfolio.
    

(g)      On July 11, 1996, shareholders approved an increase in the fees payable
         to Putnam Management under the Management Contract for Putnam VT
         Utilities Growth and Income Fund. The management


<PAGE>


         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.

</TABLE>


WHAT CHARGES DO WE MAKE AGAINST EACH PREMIUM PAYMENT?

We deduct an amount (the Premium Expense Charge) from each premium and credit
the remaining premium (the Net Premium) to the Fixed Account or to the Variable
Account in accordance with your instructions. The Premium Expense Charge is 5%
of each premium payment, which consists of a sales charge of 2.50% and a premium
tax charge of 2.50%. Although we do not currently do so, we may choose to make
an additional charge of up to $2.00 per premium payment as part of the Premium
Expense Charge to reimburse us for premium processing expenses. See "Deductions
and Charges -- Premium Expense Charge".

WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE?

The Accumulation Value of the Policy is subject to several charges -- the
Monthly Deduction, the Mortality and Expense Risk Charge, and transfer and
partial withdrawal charges. Only the Variable Accumulation Value is subject to
the Mortality and Expense Risk Charge.

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 Expense Charge, the Death Benefit Guarantee 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 Expense Charge will be $3.50 per month plus $.01 per $1,000 of Face
Amount. The Death Benefit Guarantee Charge will be $.01 per $1,000 of Face
Amount for each month the Death Benefit Guarantee is in effect. The charges for
optional insurance benefits will vary depending upon the benefit(s) selected.
See "Deductions and Charges -- Monthly Deduction".

The Mortality and Expense Risk Charge will be deducted daily from the Variable
Accumulation Value only. The Mortality and Expense Risk Charge will be equal to,
on an annual basis, .80 of 1% (.80%) of the daily Variable Accumulation Value
(that is, the total value attributable to a specific Policy in the Sub-Accounts
of the Variable Account) of the Policy. See "Deductions and Charges -- Charges
Against the Variable Account".

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 $10.00 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). The Surrender
Charge consists of the Contingent Deferred Sales Charge to recover our sales
expenses, and the Contingent Deferred Administrative Charge to recover our
policy administration expenses. See "Deductions and Charges -- Surrender
Charge".

The maximum Contingent Deferred Sales Charge and the maximum Contingent Deferred
Administrative Charge on the initial Face Amount and on any requested increases
in Face Amount will be determined on the Policy Date and on the effective date
of any such requested increase, as the case may be. These maximum charges then
remain level during the first five years in the relevant 15-year period, and
then reduce in equal monthly increments until they become zero at the end of 15
years. Thus, if the Policy remains in force during the entire relevant 15-year
period, you do not pay this charge.

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

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


<PAGE>


The Contingent Deferred Sales Charge applicable to Policies issued in Montana
will not be affected by the Insured's sex. Therefore, the Contingent Deferred
Sales Charge applied to Policies issued in that state will differ from the
charge made on Policies issued in other states.

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

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

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

CAN YOU MAKE PARTIAL WITHDRAWALS?

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

WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS?

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

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

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

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

Also, the Policy may in effect be converted in whole or in part to a "fixed
benefit" policy (providing benefits that do not vary with the investment
performance of the Variable Account) at any time by transferring all or part of
the Accumulation Value of the Policy from the Variable Account to the Fixed
Account. See "Free Look and Conversion Rights -- Conversion Rights".

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

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

Subject to certain restrictions, you can transfer all or part of your
Accumulation Value between the investment options of the Policy. We currently
allow up to twelve transfers per year. Transfers from the Fixed Account are
subject to certain additional restrictions. We reserve the right to limit you to
four transfers per year and to make a $10.00 charge for each 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
transfer limit and the $10.00 charge will not apply. See "Transfers".

CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?

You can borrow up to 75% of the Cash Surrender Value of the Policy. (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 Surrender 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 5.75% (which is 5.44% 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".


<PAGE>


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 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".


<PAGE>


PART 2. DETAILED INFORMATION

RELIASTAR LIFE INSURANCE COMPANY

We are a stock life insurance company organized in 1885 and incorporated under
the laws of the State of Minnesota. Effective January 3, 1989, we converted from
a stock and mutual life insurance company to a stock life insurance company, and
through a merger, we became a direct, wholly-owned subsidiary of ReliaStar
Financial Corp., (formerly known as The NWNL Companies, Inc.). We offer
individual life insurance and annuities, employee benefits and retirement
contracts. The Policies described in this Prospectus are nonparticipating. On a
consolidated basis, we have $190 billion of life insurance in force and our
assets are $16.7 billion. Our Home Office is at 20 Washington Avenue South,
Minneapolis, Minnesota 55401 (telephone 612-372-5507).

THE VARIABLE ACCOUNT

The Variable Account is a Separate Account of ours, established by the Board of
Directors on October 11, 1984 pursuant to the laws of the State of Minnesota.
The Variable Account will receive and invest the Net Premiums paid and allocated
to it under this Policy. In addition, the Variable Account will receive and
invest net premiums for another class of flexible premium variable life
insurance policy and may do so for additional classes in the future. We have
registered the Variable Account 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.

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 deduction
of Fund expenses and the Mortality and Expense Risk Charge at the Variable
Account level. 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 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.

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.


<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 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
invest.

DEATH BENEFIT

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

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

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 applicable 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 applicable percentage of the Accumulation Value.
Under either Death Benefit Option, however, the Death Benefit will never be less
than the current Face Amount of the Policy and will be payable only as long as
the Policy remains in force.

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

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

DEATH BENEFIT OPTIONS
The Level Amount Option and the Variable Amount Option are described below.

LEVEL AMOUNT OPTION. The Death Benefit is the greater of the current Face Amount
of the Policy or the applicable percentage of Accumulation Value on the
Valuation Date on or next following the date of the Insured's death. The
applicable percentage is 250% for an Insured Age 40 or below, and the percentage
declines with increasing Ages as shown in the Applicable Percentage Table on
page 17. Accordingly, under the Level Amount Option the Death Benefit will
remain level unless the applicable 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.


<PAGE>


ILLUSTRATION OF LEVEL AMOUNT OPTION. For purposes of this illustration, assume
that the Insured is under Age 40, and that there is no Loan Amount. Under the
Level Amount Option, a Policy with a $100,000 Face Amount will generally have a
$100,000 Death Benefit. However, because the Death Benefit must be equal to or
be greater than 250% of the Accumulation Value, any time the Accumulation Value
of the Policy exceeds $40,000, the Death Benefit will exceed the $100,000 Face
Amount. Each additional dollar added to the Accumulation Value above $40,000
will increase the Death Benefit by $2.50. Thus, if the Accumulation Value
exceeds $40,000 and increases by $100 because of investment performance or
premium payments, the Death Benefit will increase by $250. A Policy owner with
an Accumulation Value of $50,000 will be entitled to a Death Benefit of $125,000
($50,000 X 250%); an Accumulation Value of $75,000 will yield a Death Benefit of
$187,500 ($75,000 X 250%); and an Accumulation Value of $100,000 will yield a
Death Benefit of $250,000 ($100,000 X 250%).

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

The applicable percentage becomes lower as the Insured's Age increases. If the
current Age of the Insured in the illustration above were, for example, 50
(rather than under Age 40), the applicable 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).


<PAGE>


                           APPLICABLE PERCENTAGE TABLE

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

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 applicable
percentage of the Accumulation Value on the Valuation Date on or next following
the date of the Insured's death. The applicable percentage is 250% for an
Insured Age 40 or below, and the percentage declines with increasing Age as
shown in the Applicable Percentage Table above. Accordingly, under the Variable
Amount Option the amount of the Death Benefit will always vary as the
Accumulation Value varies.

ILLUSTRATION OF VARIABLE AMOUNT OPTION. For purposes of this illustration,
assume that the Insured is under Age 40 and that there is no Loan Amount. Under
the Variable Amount Option, a Policy with a Face Amount of $100,000 will
generally pay a Death Benefit of $100,000 plus the Accumulation Value. Thus, for
example, a Policy with an Accumulation Value of $20,000 will have a Death
Benefit of $120,000 ($100,000 + $20,000); an Accumulation Value of $40,000 will
yield a Death Benefit of $140,000


<PAGE>


($100,000 + $40,000). The Death Benefit, however, must be at least 250% of the
Accumulation Value. As a result, if the Accumulation Value of the Policy exceeds
approximately $66,667, the Death Benefit will be greater than the Face Amount
plus the Accumulation Value. Each additional dollar of the Accumulation Value
above $66,667 will increase the Death Benefit by $2.50. Thus, if the
Accumulation Value exceeds $66,667 and increases by $100 because of investment
performance or premium payments, the Death Benefit will increase by $250. A
Policy owner with an Accumulation Value of $75,000 will be entitled to a Death
Benefit of $187,500 ($75,000 X 250%); an Accumulation Value of $100,000 will
yield a Death Benefit of $250,000 ($100,000 X 250%); and an Accumulation Value
of $125,000 will yield a Death Benefit of $312,500 ($125,000 X 250%).

Similarly, any time the Accumulation Value exceeds $66,667, each dollar taken
out of the Accumulation Value will reduce the Death Benefit by $2.50. If, for
example, the Accumulation Value is reduced from $75,000 to $70,000 because of
partial withdrawals, charges, or negative investment performance, the Death
Benefit will be reduced from $187,500 to $175,000. If at any time, however, the
Accumulation Value multiplied by the applicable 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 applicable percentage becomes lower as the Insured's Age increases. If the
current Age of the Insured in the illustration above were, for example, 50
(rather than under 40), the applicable 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 $1.00 then added to or taken from the Accumulation Value
would change the Death Benefit by $1.85 (rather than $2.50).

WHICH DEATH BENEFIT OPTION TO CHOOSE

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

REQUESTED CHANGES IN FACE AMOUNT
Subject to certain limitations, you may request an increase or decrease in the
Face Amount. We reserve the right to limit increases or decreases in the Face
Amount during the first two Policy Years.

INCREASES. For an increase in the Face Amount, a written request must be
submitted. We may also require additional evidence of insurability satisfactory
to us. The effective date of the increase will be the Monthly Anniversary on or
next following our approval of the increase. The increase may not be less than
$5,000 and no increase will be permitted after the Insured reaches Age 75. We
will deduct any charges associated with the increase (the increases in the cost
of insurance, Death Benefit Guarantee Charge, Surrender Charge and Monthly
Expense Charge -- see "Effect of Requested Changes in Face Amount" below) from
the Accumulation Value, whether or not you pay an additional premium in
connection with the increase. You will be entitled to limited free look,
conversion, and refund rights with respect to requested increases in Face
Amount. See "Sales Charge Refund" and "Free Look and Conversion Rights".

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


<PAGE>


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

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

(b)  The next most recent increases successively; and

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

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

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

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

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

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

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

(a)  A decrease in the Face Amount will, subject to the applicable 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


<PAGE>


     insurance protection, depending on the amount of Accumulation Value and the
     resultant applicable percentage limitation. If the insurance protection is
     increased, the Policy charges generally will increase as well.

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

PAYMENT AND ALLOCATION OF PREMIUMS

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

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

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

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

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


<PAGE>


temporary insurance will be for the face amount specified in the premium receipt
and will be effective until the earliest of the following:

     *    The date the coverage under the Policy is effective.

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

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

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

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

     *    The Valuation Date following the date of underwriting approval.

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

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

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

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

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

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

     *    The applicant refuses an offer for an alternative policy.

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

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

ALLOCATION OF PREMIUMS
You choose the initial allocation of your Net Premiums (your gross premiums less
the Premium Expense Charge) to the Fixed Account and the Sub-Accounts of the
Variable Account on the application for the Policy. If you fail to instruct us
where to allocate your Net Premiums, we reserve the right to place them in the
Money Market Portfolio. You may change the allocation at any time by notifying
us in writing. Changes will not be effective until the date we receive your
request and will only affect premiums we receive on or after that date. The new
premium allocation may be 100% to any Account or divided in whole percentage
points totaling 100%. We reserve the right to adjust any allocation to eliminate
fractional percentages. Changing the current premium allocation will not affect
the allocation of existing Accumulation Value.

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

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

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


<PAGE>


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

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

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

     *    If you contemplate a large premium payment under this Policy, and you
          wish to avoid Modified Endowment Contract classification, you may
          contact us in writing before making the payment and we will tell you
          the maximum amount which can be paid into the Policy. See "Federal Tax
          Matters -- Policy Proceeds".

PLANNED PERIODIC PREMIUMS
You may choose a Planned Periodic Premium schedule which indicates a preference
as to future amounts and frequency of payment. The Planned Periodic Premiums may
be paid annually, semi-annually, quarterly or, if you choose, you can pay the
Planned Periodic Premiums by bank account monthly deduction or government
allotment.

The amount and frequency of your initial Planned Periodic Premium will be shown
in the Policy. You may change the Planned Periodic Premium at any time by
written request. We may limit the amount of any increase.

As mentioned above, the amount and frequency of premium payments will affect
Accumulation Value, Cash Surrender Value, and how long the Policy will remain in
force. Failure to make any Planned Periodic Premium payment will not, however,
necessarily result in lapse of the Policy. On the other hand, making Planned
Periodic Premium payments will not guarantee that the Policy remains in force.
See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement".

UNSCHEDULED ADDITIONAL PREMIUMS
Premiums, other than Planned Periodic Premiums, may be paid at any time while
the Policy is in force. We may limit the number and amount of these additional
payments.

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

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

DEATH BENEFIT GUARANTEE

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

In general, the two most significant benefits from the Death Benefit Guarantee
are as follows. First, during the early Policy Years, the Cash Surrender Value
(even when supplemented by the Sales Charge


<PAGE>


Refund) will generally not be sufficient to cover the Monthly Deduction, so that
the Death Benefit Guarantee will be necessary to avoid lapse of the Policy. See
"Policy Lapse and Reinstatement". This occurs because the Surrender Charge
usually exceeds the Accumulation Value in these years. In this regard, you
should consider that if you request an increase in Face Amount, an additional
Surrender Charge would apply for the fifteen years following the increase, which
could create a similar possibility of lapse as exists during the early Policy
Years. Second, to the extent Cash Surrender Value declines due to poor
investment performance, or due to an additional Surrender Charge after a
requested increase, Cash Surrender Value may not be sufficient even in later
Policy Years to cover the 24 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.

In general, the Death Benefit Guarantee applies if the total of your premiums
paid under the Policy, less any partial withdrawals and any Loan Amount, equals
or exceeds the sum of the Minimum Monthly Premiums required since the Policy
Date (including the current Monthly Anniversary). However, if at the time of a
partial withdrawal, the Policy's current Accumulation Value exceeds a target
amount determined by us based on certain assumptions regarding Policy charges
and earnings, then all or part of the partial withdrawal may not reduce premium
payments for the purposes of the Death Benefit Guarantee. In this case, we will
notify you of the amount of the partial withdrawal that does not reduce premiums
paid.

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

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

EXAMPLE:  The Policy Date is January 1, 1997. The Minimum Monthly Premium is
$100/month. No Policy loans or partial withdrawals are taken and no Face
Amount changes have occurred.

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

Case 2. You pay $1,000 on January 1, 1997. The $1,000 maintains the Death
        Benefit Guarantee without your paying any additional premiums for the
        next 10 months (through October 31, 1997. However, you must pay at least
        $100 by November 1, 1997 to maintain the Death Benefit Guarantee through
        November 30, 1997.

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

The following Policy changes will change the Minimum Monthly Premium:

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

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

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

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

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


<PAGE>


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". (During
the first two Policy Years and the first two years following a requested
increase in Face Amount, you may also be entitled to a Sales Charge Refund. See
"Sales Charge Refund".)

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

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

For a detailed discussion of the calculation of Accumulation Value, see Appendix
B. An illustration of various Accumulation Values, Surrender Charges, Cash
Surrender Values, and Death Benefits, assuming different levels of premium
payments and various investment returns for selected Ages and Face Amounts, is
shown in Appendix C.

DEDUCTIONS AND CHARGES

Charges will be deducted in connection with the Policy to compensate us for (a)
providing the insurance benefits of the Policy (including any riders), (b)
administering the Policy, (c) assuming certain risks in connection with the
Policy, and (d) incurring expenses in distributing the Policy.

Some of these charges are deducted from each premium payment. Certain other
charges are deducted monthly from both the Fixed Account and the Variable
Account, or from the Variable Account only. A charge is also made for each
partial withdrawal and a charge may be made for each transfer.

PREMIUM EXPENSE CHARGE
We deduct a sales charge and a charge for premium taxes from each premium
payment. We may in the future deduct a premium processing charge of up to $2.00
from each premium payment. The total of these charges is called the Premium
Expense Charge. The amount remaining after we have deducted the Premium Expense
Charge is called the Net Premium. The Net Premium is then credited to the Fixed
Account and the Sub-Accounts of the Variable Account according to your
allocation.

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


<PAGE>


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

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

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

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

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

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

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

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

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

MONTHLY EXPENSE CHARGE. Each month we deduct an expense charge of $3.50 plus
$.01 per $1,000 of Face Amount. This charge reimburses us for expenses incurred
in administering the Policy, such as processing claims, maintaining records,
making Policy changes and communicating with you and other owners of Policies.
We do not anticipate that we will make any profit on this charge. Because this
charge is intended to cover the average anticipated administrative expenses for
all Policies, however, there is not necessarily a relationship between the
amount of this charge for a given Policy and the amount of expenses that may be
attributable to that Policy.

DEATH BENEFIT GUARANTEE CHARGE. For each Policy Month the Death Benefit
Guarantee is in effect, we deduct a charge of $.01 per $1,000 of Face Amount to
compensate us for the risk we assume in providing the Death Benefit Guarantee.


<PAGE>


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

SURRENDER CHARGE
GENERAL. During the first 15 Policy Years and during the first 15 years
following any requested increase in Face Amount, we make a Surrender Charge if
you surrender the Policy or the Policy lapses. The Surrender Charge has two
parts -- The Contingent Deferred Administrative Charge and the Contingent
Deferred Sales Charge which are determined separately. The Surrender Charge will
not be affected by any decrease in Face Amount or by any change in Face Amount
resulting from a change in the Death Benefit Option.

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

The Contingent Deferred Administrative Charge reimburses us for expenses
incurred in issuing the Policy, such as processing the application (primarily
underwriting) and setting up computer records. Because this charge is intended
to cover the average anticipated administrative expenses for all Policies,
however, there is not necessarily a relationship between the amount of this
charge for a given Policy and the amount of expenses that may be attributable to
that Policy.

The Contingent Deferred Sales Charge compensates us for expenses relating to the
distribution of the Policy, including agents' commissions, advertising, and the
printing of the prospectus and sales literature.

CONTINGENT DEFERRED ADMINISTRATIVE CHARGE. The maximum Contingent Deferred
Administrative Charge for the initial Face Amount and any requested increase in
Face Amount is determined on the Policy Date and on the effective date of any
requested increase in Face Amount. The maximum charge remains level for the
first five years in the relevant 15 year period, and then reduces in equal
monthly increments until it becomes zero at the end of 15 years.

The Contingent Deferred Administrative Charge for the initial Face Amount or a
requested increase in Face Amount can be determined by multiplying (a) the
applicable factor per $1,000 of Face Amount from Appendix D (using the Insured's
Age on the Policy Date or on the effective date of such increase, as
appropriate), by (b) the initial Face Amount or the Face Amount of the increase,
as the case may be, by (c) the applicable percentage from the Surrender Charge
Percentage Table on page 28 and then dividing by 1,000. For example, assume that
an Insured Age 35 buys a Policy with an initial Face Amount of $100,000. If the
Policy is surrendered at any time in the first five Policy Years, the Contingent
Deferred Administrative Charge is equal to $3.50 (factor per $1,000 from
Appendix D, Age 35) times 100,000 (of initial Face Amount) times 100% (from the
Surrender Charge Percentage Table), and then dividing this amount by 1,000 or a
total of $350 ($3.50 X 100,000 X 100%/1,000). If the initial Face Amount were
$50,000, the Contingent Deferred Administrative Charge would instead be $3.50 X
50 X 100%, or $175 for the first five Policy Years.

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

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

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

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

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


<PAGE>


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

CONTINGENT DEFERRED SALES CHARGE CALCULATION. For purposes of b. above, the
Contingent Deferred Sales Charge for the initial Face Amount or any requested
increase in Face Amount is determined by multiplying (i) the applicable Charge
per $1,000 of Face Amount from Appendix E 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 1,000.

EXAMPLE. The following example illustrates how the Contingent Deferred Sales
Charge is determined. Assume that a male, Age 35 buys a policy with an initial
Face Amount of $100,000 and he surrenders the Policy during the third Policy
Year at which time he has paid cumulative premiums of $3,000. Based on these
assumptions the Contingent Deferred Sales Charge will be the lesser of:

(a.) 47.50% times the cumulative premiums paid on the Policy, which is $1,425
     (47.50 x $3,000); or

(b.) The result of the Contingent Deferred Sales Charge Calculation, which is
     determined by multiplying (i) $15.18 (from Appendix E for a male age 35) by
     (ii) $100,000 (the Initial Face Amount) and by (iii) 100% (the applicable
     percentage from the Surrender Charge Percentage Table), and then dividing
     by 1000, which results in a total of $1,518 ($15.18 x 100,000 x 100%/1000).

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

MONTANA RESIDENTS. Appendix C, Appendix E and the preceding illustrations of the
Contingent Deferred Sales Charge do not apply to Policies issued in Montana. The
Contingent Deferred Sales Charge applied to Policies issued in Montana is not
affected by the Insured's sex. Therefore, the Contingent Deferred Sales Charge
made on Policies issued in this state will differ from the charge made in other
states.


                        SURRENDER CHARGE PERCENTAGE TABLE

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


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

**   The percentages reduce equally for each Policy Month during the years
     shown. For example, during the seventh Policy Year, the percentage reduces
     equally each month from 90% at the end of the sixth Policy Year to 80% at
     the end of the seventh Policy Year.

MORTALITY AND EXPENSE RISK CHARGE. We will deduct a daily charge from the
Variable Account at an annual rate of .80 of 1% (.80%) of the daily Variable
Accumulation Value of the Policy. This deduction is guaranteed not to increase
for the duration of the Policy.


<PAGE>


The mortality risk assumed is that Insureds may live for a shorter period of
time than we estimated and that, as a result, we would have to pay a greater
amount in Death Benefits than we collect in premium payments. The expense risk
assumed is that expenses incurred in issuing and administering the Policy will
be greater than we estimated.

PARTIAL WITHDRAWAL AND TRANSFER CHARGES
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 $10.00 per transfer or partial
withdrawal. The transfer charge will not be imposed on transfers that occur as a
result of Policy loans or the exercise of conversion rights.

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

SALES CHARGE REFUND

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

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

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

As described above, the Sales Charge Refund is calculated based on percentages
of premium payments. While the total sales charge deducted under the Policy is
not based solely on premium payments, it is possible to translate the total
sales charge into a percentage of premium payments. In general, the total sales
charge deducted (before calculating the Sales Charge Refund) will be 50% of each
premium payment until premium payments reach a certain level. This level ranges
from approximately 80% of a Surrender Charge Guideline (for a male at issue Age
75) to approximately 275% of a Surrender Charge Guideline (at issue Ages 0-52).
After premium payments reach this level, the total sales charge will equal 2.50%
of each additional premium payment. During the two Policy Years when the Sales
Charge Refund applies, however, the total sales charge will be limited to 30% of
actual premium payments up to the amount of a Surrender Charge Guideline, 9% of
actual premium payments until payments reach the level where the total sales
charge drops to 2.50%, and 2.50% of any additional premium payments beyond that
level. If you have any questions regarding the amount of your Sales Charge
Refund, please call us.

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

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


<PAGE>


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

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

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

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

POLICY LAPSE AND REINSTATEMENT

LAPSE. Unlike traditional life insurance policies, the failure to make a Planned
Periodic Payment will not by itself cause the Policy to lapse. If the Death
Benefit Guarantee is not in effect, the Policy will lapse only if, as of any
Monthly Anniversary, (a) the Loan Amount is greater than the Accumulation Value
plus any Sales Charge Refund, less the applicable Surrender Charge, or (b) the
Cash Surrender Value plus any Sales Charge Refund is less than the Monthly
Deduction due, and in both cases if a grace period of 61 days expires without a
sufficient payment. If (during the first two Policy Years or the first 24 Policy
Months after a requested increase in Face Amount) there exists any Sales Charge
Refund (see "Sales Charge Refund") sufficient to supplement the Cash Surrender
Value so as to cover the Monthly Deduction, then the Sales Charge Refund will be
applied by us to keep the Policy in force. The amount of Sales Charge Refund
available for such application is reduced on each Monthly Anniversary as so
applied. Any payment made by you after we have kept the Policy in force in this
manner will first be used to reimburse us for the amount of Sales Charge Refund
so applied.

During the early Policy Years, the Cash Surrender Value (even when supplemented
by the Sales Charge Refund) will generally not be sufficient to cover the
Monthly Deduction, so that premium payments sufficient to maintain the Death
Benefit Guarantee will be required to avoid lapse. See "Death Benefit
Guarantee".

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


<PAGE>


As discussed above, any Sales Charge Refund will be applied to keep the Policy
in force when the Cash Surrender Value is less than the Monthly Deduction. When
a total surrender of the Policy is requested after the start of a grace period,
any remaining Sales Charge Refund (not already applied to keep the Policy in
force) will be so applied for the grace period, and consequently not refunded,
unless the surrender request is received by us within 30 days after we mail the
grace period notice to you. If such a request is timely received, you will be
refunded an amount equal to any unapplied Sales Charge Refund that existed as of
the Monthly Anniversary on which the Cash Surrender Value deficiency causing the
grace period notice occurred, plus any unearned prepaid loan interest as of such
Monthly Anniversary.

If the Insured dies during the grace period, the proceeds payable will equal the
amount of the Death Benefit on the Valuation Date on or next following the date
of the Insured's death, reduced by any Loan Amount and any unpaid Monthly
Deductions.

If the Death Benefit Guarantee is in effect, we will not lapse the Policy.
See "Death Benefit Guarantee".

REINSTATEMENT. Reinstatement means putting a lapsed Policy back in force. You
may reinstate a lapsed Policy by written request any time within five years
after it has lapsed if it has not been surrendered for its Cash Surrender Value.

To reinstate the Policy and any riders you must submit evidence of insurability
satisfactory to us and you must pay a premium large enough to keep the Policy in
force for at least two months.

The Death Benefit Guarantee cannot be reinstated. See "Death Benefit
Guarantee".

SURRENDER BENEFITS

Subject to certain limitations, you may make a total surrender of the Policy or
a partial withdrawal of the Policy's Cash Surrender Value by sending us a
written request. The amount available for a total surrender or partial
withdrawal will be determined at the end of the Valuation Period during which
your written request is received. Any amounts payable from the Variable Account
upon total surrender or partial withdrawal will generally be paid within seven
days of receipt of your written request. Postponement of payments may, however,
occur in certain circumstances. See "General Provisions -- Postponement of
Payments".

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

PARTIAL WITHDRAWAL
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 charge of $10.00 for each
partial withdrawal. This charge is guaranteed not to increase for the duration
of the Policy. 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 


<PAGE>


Death Benefit is based on the applicable percentage of Accumulation Value (see
"Death Benefit -- Death Benefit Options"), by an amount equal to the applicable
percentage times the amount of the partial withdrawal.

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

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

(b)  The next most recent increases successively; and

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

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

We do not allow a partial withdrawal if the Face Amount after a partial
withdrawal would be less than the Minimum Face Amount (currently $25,000).

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

A partial withdrawal may also cause the termination of the Death Benefit
Guarantee because the amount of the partial withdrawal is generally deducted
from the total premiums paid in calculating whether sufficient premiums have
been paid in order to maintain the Death Benefit Guarantee. Under certain
circumstances, a partial withdrawal may not be deducted from premiums paid for
purposes of the Death Benefit Guarantee. See "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.
Telephone/fax transfers are available when you complete a telephone/fax
authorization form. See "Telephone/Fax Instructions". You may also direct us to
automatically make periodic transfers under the Dollar Cost Averaging or
Portfolio Rebalancing services as described below.
    

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

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

   
TELEPHONE/FAX INSTRUCTIONS. You are allowed to enter certain types of
instructions either by telephone or by fax if you complete a telephone/fax
instruction authorization form. If you complete the
    


<PAGE>


   
form, you can enter the following types of instructions by telephone or fax:
transfers between Sub-Accounts, withdrawals, changes of allocations among fund
options, change of Sub-Account for systematic withdrawals, and change of
Sub-Account for variable annuitization payouts. If the Owner completes the
telephone/fax form, the Owner thereby agrees that we will not be liable for any
loss, liability, cost or expense when we act in accordance with the
telephone/fax instructions which are received and, if received by telephone, are
recorded on voice recording equipment. If a telephone/fax instruction, processed
after the Owner has completed the telephone/fax form, is later determined not to
have been made by the Owner or was made without the Owner's authorization, and a
loss results, the Owner bears the risk of this loss. Any requests via fax are
considered telephone requests and are bound by the conditions in the
telephone/fax 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 or
withdrawn and the allocation percentage. The Company will employ reasonable
procedures to confirm that instructions communicated by telephone/fax are
genuine. In the event the Company does not employ such procedures, the Company
may be liable for any losses due to unauthorized or fraudulent instructions.
Such procedures may include, among others, requiring forms of personal
identification prior to acting upon telephone instructions, providing written
confirmation of such instructions, and/or tape recording telephone instructions.
    

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

TRANSFER CHARGES. While there is currently no charge imposed on a transfer we
reserve the right to make a charge not to exceed $10.00 per transfer for the
duration of the Policy. We do not anticipate that we will make a profit on this
charge. See "Deductions and Charges -- Partial Withdrawal and Transfer Charges".
In no event, however, will any charge be imposed in connection with the exercise
of a conversion right or transfers occurring as the result of Policy Loans. All
transfers are also subject to any charges and conditions imposed by the Fund
whose shares are involved. All transfers that are effective on the same
Valuation Date will be treated as one transfer transaction.

DOLLAR COST AVERAGING SERVICE. You may request this service if your Face Amount
is at least $100,000 and your Accumulation Value, less any Loan Amount, is at
least $5,000. If you request this service, you direct us to automatically make
specific periodic transfers of a fixed dollar amount from any of the
Sub-Accounts to one or more of the Sub-Accounts or to the Fixed Account. No
transfers from the Fixed Account are permitted under this service. Transfers of
this type may be made on a monthly, quarterly, semi-annual, or annual basis.
This service is intended to allow you to use "Dollar Cost Averaging", a long
term investment method which provides for regular investments over time. We make
no guarantees that Dollar Cost Averaging will result in a profit or protect
against loss. You may discontinue this service at any time by notifying us in
writing.

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

If you are using the Dollar Cost Averaging service, this service will be
discontinued immediately (i) on receipt of any request to begin a Portfolio
Rebalancing service, (ii) if the Policy is in the grace period on any date when
Dollar Cost Averaging transfers are scheduled, or (iii) if the specified
transfer amount from any Sub-Account is more than the Accumulation Value in that
Sub-Account.

We reserve the right to discontinue, modify, or suspend this service. Any such
modification or discontinuation would not affect any Dollar Cost Averaging
service requests already commenced.

PORTFOLIO REBALANCING SERVICE. You may request this service if your Face Amount
is at least $200,000 and your Accumulation Value, less any Loan Amount, is at
least $10,000. If you request this service, you direct us to automatically make
periodic transfers to maintain your specified percentage allocation of
Accumulation Value, less any Loan Amount, among the Sub-Accounts of the Variable
Account and the Fixed Account; your allocation of future Net Premium payments
will also be changed to be equal to this specified percentage allocation.
Transfers made under this service may be made on a 


<PAGE>


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-Accounts of the Variable Account, (ii)
on receipt of any request to begin a Dollar Cost Averaging service, (iii) upon
receipt of any request to transfer Accumulation Value among the accounts, or
(iv) if the policy is in the grace period or the Accumulation Value, less any
Loan Amount, is less than $7,500 on any Valuation Date when Portfolio
Rebalancing transfers are scheduled.

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

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).
The maximum amount that may be borrowed at any time is 75% of the Accumulation
Value less any existing Loan Amount, and unpaid Monthly Deductions) except that
in Texas the percentage is 100% and in Alabama, Maryland and Virginia, the
percentage is 90%. After Age 65, we currently allow 100% of the Cash Value to be
borrowed. Each Policy loan must be at least $500, except in Connecticut it must
be at least $200.

Loan requests may be made in writing or by telephoning us on any Valuation Date.
Any loan request in excess of $25,000 will require a signature guarantee and
telephone loan requests cannot exceed $10,000. No election form is currently
required to make telephone loan requests. We will employ reasonable procedures
to confirm that loan requests made by telephone are genuine. In the event we do
not employ such procedures, we may be liable for any losses due to unauthorized
or fraudulent instructions. Such procedures may include, among others, requiring
forms of personal identification prior to acting upon telephone instructions,
providing written confirmations of such instructions and/or tape recording
telephone instructions.

Policy loans have priority over the claims of any assignee or other person. A
Policy loan may be repaid in whole or in part at any time on or before the
Insured reaches Age 95, while the Insured is living.

The loan proceeds will normally be paid to you within seven days after we
receive your request. Postponement of loan proceeds 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, in our discretion, to apply the payment as a
Policy loan repayment. As a result, unless you indicate that a payment is a loan
repayment, all payments you make to the Policy will generally be subject to the
Premium Expense Charge. See "Deductions and Charges -- Premium Expense Charge".

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

IMMEDIATE EFFECT OF POLICY LOANS. When we make a Policy loan, an amount equal to
the Policy loan (which includes interest payable in advance) will be segregated
within the Accumulation Value of 


<PAGE>


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 POLICY VALUE HELD IN THE
SUB-ACCOUNTS. These transfers are not treated as transfers for the purposes of
the transfer charge or the transfer limit.

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 equal to 5.75%. 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 Variable Account
according to the premium allocation then in effect (see "Payment and Allocation
of Premiums -- Allocation of Premiums").

Although Policy loans may be repaid in whole or in part at any time before the
Insured's Age 95, Policy loans will permanently affect the Policy's potential
Accumulation Value. As a result, to the extent that the Death Benefit depends
upon the Accumulation Value (see "Death Benefit -- Death Benefit Options"),
Policy loans will also affect the Death Benefit under the Policy. This effect
could be favorable or unfavorable depending on whether the investment
performance of the assets allocated to the Sub-Account(s) is less than or
greater than the interest being credited on the assets transferred to the Fixed
Account while the loan is outstanding. Compared to a Policy under which no loan
is made, values under the Policy will be lower when such interest credited is
less than the investment performance of assets held in the Sub-Account(s).

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


<PAGE>


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

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

INTEREST. The interest rate charged on Policy loans will be an annual rate of
7.40%, payable in advance. After the tenth Policy Year, we will charge interest
at an annual rate of 5.44%, 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 plus (c) the total of all partial withdrawals. Any
excess of this amount will be charged interest at the annual rate of 7.40%.

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

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

REPAYMENT OF LOAN AMOUNT. The Loan Amount may be repaid any time while the
Insured is living before the Insured reaches Age 95 (see "General Provisions
Benefits at Age 95"). If not repaid, the Loan Amount will be deducted by us from
any amount payable under the Policy. As described above, unless you provide us
with notice to the contrary, any payments on the Policy will generally be
treated as premium payments, which are subject to the Premium Expense Charge,
rather than repayments on the Loan Amount. Any repayments on the Loan Amount
will result in amounts being reallocated to the Fixed Account and to the
Sub-Accounts of the Variable Account according to your current premium
allocation.

TAX CONSIDERATIONS.  A Policy loan may have tax consequences depending on the
circumstances of the loan. See "Federal Tax Matters -- Policy Proceeds".

FREE LOOK AND CONVERSION RIGHTS

FREE LOOK RIGHTS
The Policy provides for two types of return or "free look" periods, one after
application for and issuance of the Policy and the other after any requested
increase in Face Amount.

AT INITIAL ISSUE. The Policy provides for an initial free look period during
which you have a right to return the Policy for cancellation and receive a
refund of all premiums paid. You must return the Policy to us or your agent and
ask us to cancel the Policy by the latest of:

     *    Midnight of the 20th day after receiving it;

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

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

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

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

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

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

Upon requesting cancellation of the increase, you will receive a refund, if you
so request, or otherwise a restoration to the Policy's Accumulation Value
(allocated among the Fixed Account and the Sub-Accounts of the Variable Account
as if it were a Net Premium payment), in an amount equal to all Monthly
Deductions attributable to the increase in Face Amount, including rider costs
arising from the increase. This refund or credit will be made within seven days
after we receive the request for cancellation on the appropriate form. In
addition, the Surrender Charge will be adjusted so that it will be as though no
such increase in Face Amount had occurred. Premiums paid after an increase in
Face 


<PAGE>


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
Under applicable SEC rules, we must provide you with an option to convert the
Policy or any requested increase in Face Amount to a life insurance policy on
the life of the Insured under which the benefits do not vary with the investment
experience of the Variable Account. In effect, we make this option available to
you at any time while the Policy is in force by permitting you to transfer all
or any part of the Policy's 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 rights, the transfer will not be subject
to the transfer charge and will not count against the transfer limit. 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 rights, 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 31 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. Putnam Management
is the investment adviser for the four funds of Putnam Variable Trust. Northstar
Investment Management Corporation, an affiliate of the Company, is the
investment adviser for the five funds of the Northstar Variable Account. Certain
of the Northstar Funds are sub-advised by third party investment advisers. OpCap
Advisors is the investment manager for each of the four OCC Accumulation Trust
Portfolios and is a subsidiary of Oppenheimer Capital, a registered investment
adviser. N&B Management, with the assistance of Neuberger&Berman, LLC as
sub-adviser, selects investments for AMT Partners Investments and AMT Limited
Maturity Bond Investments. Alger Management is the investment manager for the
three Alger American Funds. Each of the four portfolios of the Janus Aspen
Series is advised by Janus Capital.

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, or to delete Sub-Accounts consistent with laws and regulation. The
Variable Account would then consist of more than the current 31 investment
options. You would only be permitted, however, to participate in a maximum of
seventeen of the then available 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 issue of the Policy, you would
only be able to transfer within the seventeen Funds already utilized and which
are still available.

The Company has entered into service agreements with the managers or
distributors of certain of the Funds pursuant to which the Company or its
affiliates may receive from affiliates of the Funds compensation for providing
administrative, recordkeeping, or distribution services to the Funds or their
affiliates. Such compensation is paid based upon assets invested in the
particular Funds, or based upon aggregated net asset goals. Currently, the
Company has service arrangements with Alger, Fidelity, Janus, Neuberger, and
OCC.

The Funds currently offered are described below. A brief summary of investment
objectives is contained in the description of each Fund. In addition, you should
read the prospectuses of the Funds, which are contained in the accompanying
"Select*Product Mutual Funds" book, for more detailed information and
particularly, a more thorough explanation of investment objectives of the Funds.
There is no assurance that any Fund will achieve its investment objective(s).
There is a possibility that one Fund might become liable for any misstatement,
inaccuracy or incomplete disclosure in another Fund's prospectus.
    


<PAGE>


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

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".

FUND DESCRIPTIONS

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

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

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

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIP)
VIP is a mutual fund trust currently including five investment portfolios, each
with a different investment objective.

EQUITY-INCOME PORTFOLIO seeks reasonable income by investing primarily in
income-producing equity securities. In choosing these securities the portfolio
will also consider the potential for capital appreciation. The Portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's Composite Index of 500 Stocks.

GROWTH PORTFOLIO seeks to achieve capital appreciation. The portfolio normally
purchases common stocks, although its investments are not restricted to any one
type of security. Capital appreciation may also be found in other types of
securities, including bonds and preferred stocks.

HIGH INCOME PORTFOLIO seeks to obtain a high level of current income by
investing primarily in high-yielding, lower-rated fixed-income securities
(sometimes referred to as "junk bonds"), while also considering growth of
capital. Lower-rated fixed-income securities are considered speculative and


<PAGE>


involve greater risk of default than higher-rated fixed-income securities and
are more sensitive to the issuer's capacity to pay. Consult the VIP Prospectus
for further information on the risks associated with the portfolio's investment
in lower-rated, fixed-income securities.

MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as is
consistent with preserving capital and providing liquidity. The portfolio will
invest only in high-quality U.S. dollar denominated money market instruments of
domestic and foreign issuers. An investment in the Portfolio is not insured or
guaranteed by the U.S. Government, and there can be no assurance that the
portfolio will maintain a stable net asset value per share of $1.00.

OVERSEAS PORTFOLIO seeks long term growth of capital primarily through
investments in foreign securities. The Overseas Portfolio provides a means for
investors to diversify their own portfolios by participating in companies and
economies outside of the United States.

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
VIP II is a mutual fund trust currently including five investment portfolios,
each with a different investment objective. Presently, only the following three
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.

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

INDEX 500 PORTFOLIO seeks to provide investment results that correspond to the
total return (i.e., the combination of capital changes and income) of common
stocks publicly traded in the United States. In seeking this objective, the
portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low.

INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current income as is
consistent with the preservation of capital by investing in a broad range of
investment-grade fixed-income securities.

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

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

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

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

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


<PAGE>


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

NORTHSTAR VARIABLE TRUST (NORTHSTAR)
Northstar is a diversified management investment company currently offering five
investment funds, each with a different investment objective. The following five
Northstar Funds are available under this contract:

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

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

NORTHSTAR INCOME AND GROWTH FUND is a diversified portfolio with an investment
objective of seeking current income balanced with the objective of achieving
capital appreciation. This Fund will seek to achieve its objective through
investments in common and preferred stock, convertible securities, investment
grade corporate debt securities, and government securities, selected for their
prospects of producing income and capital appreciation. Wilson/Bennett Capital
Management, Include ("Wilson/Bennett") is the sub-adviser to this Fund and is
responsible for the day to day investment management of the Fund, subject to the
supervision of the investment adviser and the Trustees of the Fund. All fees and
expenses of the sub-advisory agreement are borne by the investment adviser.

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

NORTHSTAR MULTI-SECTOR BOND FUND is a diversified portfolio with an investment
objective of maximizing current income. This Fund will seek to achieve its
objective by investing 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 
    


<PAGE>


   
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 as the time of investment.

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

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

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

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

PUTNAM VARIABLE TRUST
Putnam Variable Trust is a mutual fund currently offering sixteen investment
funds each with a different investment objective. However, only the following
four funds are available under this contract.


<PAGE>


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

PUTNAM VT VOYAGER FUND seeks capital appreciation by investing primarily in
common stocks of companies that Putnam Management believes have potential for
capital appreciation that is significantly greater than that of market averages.

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

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

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

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


<PAGE>


VOTING RIGHTS

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

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

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

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

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

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

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

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

GENERAL PROVISIONS

BENEFITS AT AGE 95
If the Insured is living and the Policy is in force, we will pay the Cash
Surrender Value of the Policy to you when the Insured reaches Age 95.

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

     *    Change the amount and frequency of premium payments.

     *    Change the allocation of premiums.

     *    Change the Death Benefit Option.

     *    Change the Face Amount.

     *    Make transfers between accounts.

     *    Surrender the Policy for cash.

     *    Make a partial withdrawal for cash.

     *    Receive a cash loan.

     *    Assign the Policy as collateral.

     *    Change the beneficiary.


<PAGE>


     *    Transfer ownership of the Policy.

     *    Enjoy any other rights the Policy allows.

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

     *    Plus any additional amounts provided by rider on the life of the
          Insured;

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

     *    Minus any Loan Amount; and

     *    Minus any unpaid Monthly Deductions.

BENEFICIARY
You may name one or more beneficiaries on the application when you apply for the
Policy. You may later change beneficiaries by written request. If no beneficiary
is surviving when the Insured dies, the Death Benefit will be paid to you, if
surviving, or otherwise to your estate.

POSTPONEMENT OF PAYMENTS
Payments from the Variable Account for Death Benefits, cash surrender, partial
withdrawal, or loans will generally be made within seven days after we receive
all the documents required for the payments.

We may, however, delay making a payment when we are not able to determine the
Variable Accumulation Value because (i) the New York Stock Exchange is closed,
other than customary weekend or holiday closings, or trading on the New York
Stock Exchange is restricted by the SEC, (ii) the SEC by order permits
postponement for the protection of Policyholders, or (iii) an emergency exists,
as determined by the SEC, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to determine the
value of the Variable Account's net assets. Transfers and allocation to and
against any Sub-Account of the Variable Account may also be postponed under
these circumstances.

Any of the payments described above which are made from the Fixed Account may be
delayed up to six months from the date we receive the documents required. We
will pay interest at an effective annual rate of 3.50% if we delay payment more
than 30 days. No additional interest will be credited to any delayed payments.

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

     *    At the Insured's death.

     *    On total surrender of the Policy.

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

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

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

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

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

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


<PAGE>


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

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

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

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

INCONTESTABILITY
After the Policy has been in force during the Insured's lifetime for two years
from the Policy's Issue Date, we cannot claim the Policy is void or refuse to
pay any proceeds unless the Policy has lapsed.

If you make a Face Amount increase or a premium payment which requires proof of
insurability, the corresponding Death Benefit increase has its own two-year
contestable period measured from the date of the increase.

If the Policy is reinstated, the contestable period is measured from the date of
reinstatement with respect to statements made on the application for
reinstatement.

MISSTATEMENT OF AGE AND SEX
If the Insured's Age or sex or both are misstated (except where unisex rates
apply), we adjust the proceeds by the difference between the Monthly Deductions
made and those that should have been made.

ADJUSTMENT OF PROCEEDS
If we make incorrect payments because of incorrect Age or sex information, or
any error or miscalculation, we adjust the proceeds. We deduct any overpayments
from the next payment or payments or request a refund of the overpayment. We add
underpayments to the next payment or pay you that amount immediately. In
adjusting the proceeds we use the interest rates in effect for the Fixed
Accumulation Value and the applicable Sub-Account Unit Values at the time the
Monthly Deduction, error or miscalculation was originally made.

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

If you make a Face Amount increase or a premium payment which requires proof of
insurability, the corresponding Death Benefit increase has its own two-year
suicide limitation for the proceeds associated with that increase. If the
Insured commits suicide, whether sane or insane, within two years of the
effective date of the increase, we pay the Death Benefit prior to the increase
and refund the cost of insurance for that increase.

In Colorado and North Dakota, the suicide period is shortened to one year.

TERMINATION
The Policy terminates when any of the following occurs:

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

     *    The Insured dies.

     *    The Policy is surrendered for its Cash Surrender Value.

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


<PAGE>


     *    The Policy matures. See "General Provisions -- Benefits of Age 95".

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

     *    Any SEC rulings and regulations.

     *    The Policy's qualification for treatment as a life insurance policy
          under the following: -- The Internal Revenue Code of 1986, as amended.
          -- Internal Revenue Service rulings and regulations. -- Any
          requirements imposed by the Internal Revenue Service.


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

Additional statements are available for a fee upon request.

PROJECTION REPORT. Upon request, we will for a fee provide you a report
projecting future results based on the Death Benefit Option you specify, the
Planned Periodic Premiums you specify, and the Accumulation Value of your Policy
at the end of the prior Policy Year.

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


FEDERAL TAX MATTERS

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

POLICY PROCEEDS

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

TAXATION OF POLICIES HELD BY PENSION AND CERTAIN DEFERRED COMPENSATION PLANS

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


<PAGE>


DEFERRED COMPENSATION PLANS FOR PUBLIC EMPLOYEES AND EMPLOYEES OF TAX EXEMPT
ORGANIZATIONS. Section 457 of the Code permits state and local government
employers and tax exempt employers to establish deferred compensation plans for
eligible employees and independent contractors. Eligible plans limit the amount
of compensation which may be deferred. Distribution from eligible plans may
occur only upon the death of the employee, attainment of age 70 1/2, separation
from service or in the event of an unforseeable emergency. Amounts deferred may
be transferred directly to another eligible deferred compensation plan. The
employer will be the Owner and Beneficiary of all policies issued to an eligible
plan. Policies are subject to the claims of the employer's general creditors.
Death Benefit proceeds payable to the employer, some or all of which are
subsequently paid by the employer to the employee's beneficiary under the plan
will not be excludable from gross income under Section 101(a) or Section 101(b)
of the Code and will be taxable as ordinary income. An employee has no present
legal right or vested interest in such policies; an employee is entitled to
distributions only in accordance with eligible plan provisions.

TAXATION OF RELIASTAR LIFE INSURANCE COMPANY
We do not initially expect to incur any income tax burden upon the earnings or
the realized capital gains attributable to the Variable Account. Based on this
expectation, no charge is being made currently to the Variable Account for
Federal income taxes which may be attributable to the Account. If, however, we
determine that we may incur such tax burden, we may assess a charge for such
burden from the Variable Account.

We may also incur state and local taxes, in addition to premium taxes, in
several states. At present these taxes are not significant. If there is a
material change in state or local tax laws, charges for such taxes, if any,
attributable to the Variable Account, may be made.

OTHER CONSIDERATIONS
The foregoing discussion is general and is not intended as tax advice. Any
person concerned about these tax implications should consult a competent tax
adviser. This discussion is based on our understanding of the present Federal
income tax laws as they are currently interpreted by the IRS. No representation
is made as to the likelihood of continuation of these current laws and
interpretations. It should be further understood that the foregoing discussion
is not exhaustive and that special rules not described in this Prospectus may be
applicable in certain situations. Moreover, no attempt has been made to consider
any applicable state or other tax laws.

LEGAL DEVELOPMENTS REGARDING EMPLOYMENT -- RELATED BENEFIT PLANS

The Policy is based on actuarial tables which distinguish between men and women
and therefore provide different benefits to men and women of the same Age.
Employers and employee organizations should consider, in consultation with legal
counsel, the impact of the Supreme Court decision of July 6, 1983 in ARIZONA
GOVERNING COMMITTEE V. NORRIS. That decision stated that optional annuity
benefits provided under an employee's deferred compensation plan could not,
under Title VII of the Civil Rights Act of 1964, vary between men and women on
the basis of sex. Employers and employee organizations should also consider, in
consultation with legal counsel, the impact of Title VII generally, and
comparable state laws that may be applicable, on any employment-related
insurance or benefit plan for which a Policy may be purchased.

Because of the NORRIS decision, the charges under the Policy that vary depending
on sex may in some cases not vary on the basis of the Insured's sex. Unisex
rates to be provided by us will apply if requested on the application, for
tax-qualified plans and those plans where an employer believes that the NORRIS
decision applies. In this case, references made to the mortality tables
applicable to this Policy are to be disregarded and substituted with an 80% male
20% female blend of the 1980 Commissioner's Standard Ordinary Smoker and
Non-Smoker Mortality Tables, Age Last Birthday.

DISTRIBUTION OF THE POLICIES

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

The Policies will be distributed by the general distributor, Washington Square
Securities, Inc., (WSSI), a Minnesota corporation, which is an affiliate of
ours. WSSI is a securities broker-dealer


<PAGE>


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 mutual funds. It also
markets limited partnerships and other tax-sheltered or tax-deferred
investments, and acts as general distributor (principal underwriter) for other
variable life insurance and variable annuity products issued by us.

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

MANAGEMENT

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

<TABLE>
<CAPTION>

DIRECTORS

                         TERM                                PRINCIPAL OCCUPATION
                        EXPIRES                            AND BUSINESS EXPERIENCE
                        -------                            -----------------------
<S>                     <C>       <C>
R. Michael Conley        1997     Senior Vice President of ReliaStar Financial Corp. since 1991; Senior Vice
                                  President, ReliaStar Employee Benefits of ReliaStar Life Insurance Company
                                  since 1986; President of NWNL Benefits Corporation since 1988; Executive Vice
                                  President of ReliaStar Bankers Security Life Insurance Company since 1996;
                                  Director of subsidiaries of ReliaStar Financial Corp.

Richard R. Crowl         1999     Senior Vice President, General Counsel and Secretary of ReliaStar Financial
                                  Corp. since 1996; Senior Vice President and General Counsel of ReliaStar Life
                                  Insurance Company, ReliaStar Bankers Security Life Insurance Company, Northern
                                  Life Insurance Company, and ReliaStar United Services Life Insurance Company
                                  since 1996; Executive Vice President and General Counsel of Washington Square
                                  Advisers, Inc. since 1986; Vice President and Associate General Counsel of
                                  ReliaStar Financial Corp. from 1989 to 1996; Vice President and Associate
                                  General Counsel of ReliaStar Life Insurance Company from 1985 to 1996; Director
                                  and Vice President of subsidiaries of ReliaStar Financial Corp.

John H. Flittie          1999     Vice Chairman, President and Chief Operating Officer of ReliaStar Life Insurance
                                  Company since 1996; President and Chief Operating Officer of ReliaStar Financial
                                  Corp. and ReliaStar Life Insurance Company since 1993; Vice Chairman, Chief
                                  Executive Officer and President of ReliaStar Bankers Security Life Insurance
                                  Company since 1996; Vice Chairman of ReliaStar United Services Life Insurance
                                  Company and ReliaStar Bankers Security Life Insurance Company since 1995;
                                  Senior Executive Vice President and Chief Operating Officer of ReliaStar
                                  Financial Corp. and ReliaStar Life Insurance Company from 1992 to 1993; Senior
                                  Executive Vice President and Chief Operating Officer of ReliaStar Financial
                                  Corp. from 1991 to 1992; Executive Vice President and Chief Financial Officer
                                  of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from 1989
                                  to 1991; Director of Community First BankShares, Inc. and Director and Officer
                                  of various subsidiaries of ReliaStar Financial Corp.


<PAGE>


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

Wayne R. Huneke          1998     Senior Vice President, Chief Financial Officer and Treasurer of ReliaStar
                                  Financial Corp. and ReliaStar Life Insurance Company since 1994; Vice President,
                                  Treasurer and Chief Accounting Officer from 1990 to 1994; Director and Officer
                                  of subsidiaries of ReliaStar Financial Corp.

Kenneth U. Kuk           1997     Senior Vice President of ReliaStar Financial Corp. and ReliaStar Life Insurance
                                  Company since 1996; Vice President, Strategic Marketing of ReliaStar Financial
                                  Corp. and ReliaStar Life Insurance Company since 1996; Vice President,
                                  Investments of ReliaStar Financial Corp. from 1991 to 1996; President of
                                  Washington Square Advisers, Inc. since 1995; Chairman of ReliaStar Mortgage
                                  Corp. since 1988; Director of National Commercial Finance Association and
                                  subsidiaries of ReliaStar Financial Corp.

William R. Merriam       1999     Senior Vice President, Life & Health Reinsurance of ReliaStar Life Insurance
                                  Company since 1991; Vice President from 1984 to 1991

Robert C. Salipante      1997     Senior Vice President of Personal Financial Services of ReliaStar Financial
                                  Corp. and ReliaStar Life Insurance Company since 1996; Executive Vice President
                                  of ReliaStar Bankers Security Life Insurance Company since 1996; Senior Vice
                                  President of Individual Division and Technology of ReliaStar Life Insurance
                                  Company since 1996; Senior Vice President of Strategic Marketing and Technology
                                  of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from 1994
                                  to 1996; Senior Vice President and Chief Financial Officer of ReliaStar Financial
                                  Corp. and ReliaStar Life Insurance Company from 1992 to 1994; Executive Vice
                                  President of Ameritrust Corporation from 1988 to 1992; Director and Officer
                                  of various subsidiaries of ReliaStar Financial Corp.

Donald L. Swanson        1997     Senior Vice President, ReliaStar Retirement Plans of ReliaStar Life Insurance
                                  Company since 1993; Vice President from 1990 to 1993

John G. Turner           1998     Chairman and Chief Executive Officer of ReliaStar Financial Corp. and ReliaStar
                                  Life Insurance Company since 1993; Chairman of ReliaStar United Services Life
                                  Insurance Company and ReliaStar Bankers Security Life Insurance Company since
                                  1995; Chairman of Northern Life Insurance Company since 1992; Chairman, President
                                  and Chief Executive Officer of ReliaStar Financial Corp. and ReliaStar Life
                                  Insurance Company in 1993; President and Chief Executive Officer of ReliaStar
                                  Financial Corp. and ReliaStar Life Insurance Company from 1991 to 1993; President
                                  and Chief Operating Officer of ReliaStar Financial Corp. from 1989 to 1991;
                                  President and Chief Operating Officer of ReliaStar Life Insurance Company
                                  from 1986 to 1991; Director of subsidiaries of ReliaStar Financial Corp.

Steven W. Wishart        1999     Senior Vice President and Chief Investment Officer of ReliaStar Financial
                                  Corp. since 1989; Senior Vice President of ReliaStar Life Insurance Company
                                  since 1981; President and Chief Executive Officer of ReliaStar Investment
                                  Research Inc. since 1996; President of Washington Square Capital, Inc. from
                                  1981 to 1996; President of WSCR, Inc. from 1986 to 1996; Director of National
                                  Benefit Resources Group Services Inc. and subsidiaries of ReliaStar Financial
                                  Corp.

</TABLE>

The Executive Committee and Finance Committee of our Board of Directors consists
of Directors Flittie, Huneke, Salipante, Crowl and Turner.


<PAGE>


EXECUTIVE OFFICERS

John G. Turner            Chairman and Chief Executive Officer
John H. Flittie           Vice Chairman, President and Chief Operating Officer
R. Michael Conley         Senior Vice President
Richard R. Crowl          Senior Vice President and General Counsel
Wayne R. Huneke           Senior Vice President, Chief Financial Officer and 
                            Treasurer
Kenneth U. Kuk            Senior Vice President
Robert C. Salipante       Senior Vice President
Donald L. Swanson         Senior Vice President
Steven W. Wishart         Senior Vice President and Chief Investment Officer


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

STATE REGULATION

We are subject to the laws of the State of Minnesota governing insurance
companies and to regulation and supervision by the Insurance Division of the
State of Minnesota. An annual statement in a prescribed form is filed with the
Insurance Division each year, and in each state we do business, covering our
operations for the preceding year and our financial condition as of the end of
that year. Our books and accounts are subject to review by the Insurance
Division and a full examination of our operations is conducted periodically
(usually every three years) by the National Association of Insurance
Commissioners. This regulation does not, however, involve supervision or
management of our investment practices or policies.

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

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

MONTANA RESIDENTS

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

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

LEGAL PROCEEDINGS

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

BONDING ARRANGEMENTS

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

LEGAL MATTERS

Legal matters in connection with the Variable Account and the Policy
described in this Prospectus have been passed upon by James E. Nelson,
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 in the period then ended and
the annual financial statements of ReliaStar Life Insurance Company included in
this Prospectus have been audited by Deloitte & Touche LLP,


<PAGE>


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 of that firm 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 period they cover is not necessarily indicative of the longer term
performance of the assets held in the Variable Account.

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

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


<PAGE>





                (This page has been left blank intentionally.)


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
ReliaStar Life Insurance
Company and Policyowners of
Select*Life Variable Account:

We have audited the accompanying statement of assets and liabilities of
Select*Life Variable Account as of December 31, 1996 and the related combined
statements of operations and changes in Policyowners' equity for each of the
three years in the period ended December 31, 1996. These financial statements
are the responsibility of the management of ReliaStar Life Insurance Company.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We have conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures include
confirmation of the securities owned as of December 31, 1996, by correspondence
with the Account custodians. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Select*Life Variable Account as
of December 31, 1996, and the results of its operations and changes in
Policyowners' equity for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles.




DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
February 7, 1997


<PAGE>


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

                                                    FIDELITY'S       FIDELITY'S       FIDELITY'S        FIDELITY'S
                                                       VIPF             VIPF             VIPF              VIPF
                                                   MONEY MARKET     HIGH INCOME      EQUITY-INCOME        GROWTH
ASSETS:                                              PORTFOLIO       PORTFOLIO         PORTFOLIO        PORTFOLIO
- ------                                             ------------     ------------    --------------    --------------
<S>                                                <C>              <C>             <C>               <C>
Investments in mutual funds at market value:

FIDELITY'S VIPF AND VIPF II:
 Money Market Portfolio
   8,331,158 shares (cost $8,331)                  $      8,331
 High Income Portfolio
   1,174,765 shares (cost $13,271)                                  $     14,708
 Equity-Income Portfolio
   2,768,870 shares (cost $43,522)                                                  $       58,229
 Growth Portfolio
   2,471,620 shares (cost $57,986)                                                                    $       76,996
 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

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

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                           STATEMENT OF ASSETS AND LIABILITIES, CONTINUED


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












       $       22,958

                          $       28,756

                                               $      3,222

                                                                   $      7,585

                                                                                       $     10,173




















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




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

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

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

</TABLE>


<PAGE>


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

                                                                                      PUTNAM'S VT
                                                     PUTNAM'S VT     PUTNAM'S VT       UTILITIES
                                                     DIVERSIFIED     GROWTH AND         GROWTH          PUTNAM'S VT
                                                       INCOME          INCOME         AND INCOME          VOYAGER
ASSETS:                                                 FUND            FUND             FUND              FUND
                                                     -----------     ----------         ------          -----------
<S>                                                 <C>             <C>              <C>              <C>
Investments in mutual funds at market value:

FIDELITY'S VIPF AND VIPF II:
 Money Market Portfolio
   8,331,158 shares (cost $8,331)
 High Income Portfolio
   1,174,765 shares (cost $13,271)
 Equity-Income Portfolio
   2,768,870 shares (cost $43,522)
 Growth Portfolio
   2,471,620 shares (cost $57,986)
 Overseas Portfolio
   1,218,598 shares (cost $19,635)
 Asset Manager Portfolio
   1,698,514 shares (cost $24,709)
 Investment Grade Bond Portfolio
   263,226 shares (cost $3,060)
 Index 500 Portfolio
   85,097 shares (cost $6,398)
 Contrafund Portfolio
   614,293 shares (cost $8,989)

PUTNAM'S VT:
 Diversified Income Fund
   123,850 shares (cost $1,309)                     $      1,396
 Growth and Income Fund
   470,133 shares (cost $9,975)                                     $     11,547
 Utilities Growth and Income Fund
   104,825 shares (cost $1,314)                                                      $      1,551
 Voyager Fund
   872,112 shares (cost $25,432)                                                                      $       28,370
 Asia Pacific Growth Fund
   146,046 shares (cost $1,546)
 New Opportunities Fund
   587,344 shares (cost $10,080)

NORTHSTAR'S:
 Income and Growth Fund
   50,357 shares (cost $591)
 Multi-Sector Bond Fund
   56,204 shares (cost $292)
                                                    ------------    ------------     ------------     --------------
 Total Assets                                       $      1,396    $     11,547     $      1,551     $       28,370
                                                    ============    ============     ============     ==============

LIABILITIES AND POLICYOWNERS' EQUITY:
Due to (from) ReliaStar Life Insurance Company for
  accrued mortality and expense risks:              $          1    $         --     $          4     $            6
Policyowners' Equity:                                      1,395          11,547            1,547             28,364
                                                    ------------    ------------     ------------     --------------
 Total Liabilities and Policyowners' Equity         $      1,396    $     11,547     $      1,551     $       28,370
                                                    ============    ============     ============     ==============
 Units Outstanding:                                  112,611.941     691,973.875      107,970.108      1,750,710.230
Net Asset Value per Unit:
 Select*Life I                                      $  12.597066    $  16.669506     $  14.583970     $    16.420248
 Select*Life Series 2000                            $  12.377481    $  16.688048     $  14.292632     $    16.172504

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

</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                   STATEMENT OF ASSETS AND LIABILITIES, CONTINUED



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




                                                                          $         8,331

                                                                                   14,708

                                                                                   58,229

                                                                                   76,966

                                                                                   22,958

                                                                                   28,756

                                                                                    3,222

                                                                                    7,585

                                                                                   10,173



                                                                                    1,396

                                                                                   11,547

                                                                                    1,551

                                                                                   28,370

       $       1,608                                                                1,608

                         $    10,114                                               10,114



                                         $       590                                  590

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



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

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

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

</TABLE>


<PAGE>


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


                                                       YEAR ENDED      YEAR ENDED      YEAR ENDED
                                                      DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                          1996            1995            1994
                                                      ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Net investment income:
  Reinvested dividend income                            $  2,990        $  2,259        $  1,454
  Reinvested capital gains                                 8,110           1,456           2,880
  Mortality and expense risk charge                       (1,935)         (1,186)           (692)
                                                        --------        --------        --------
   Net investment income and capital gains                 9,165           2,529           3,642
                                                        --------        --------        --------
Realized and unrealized gains (losses):
  Net realized gains on redemptions of fund shares         3,085           1,345             896
  Increase (decrease) in unrealized appreciation
  of  investments                                         15,731          27,857          (4,458)
                                                        --------        --------        --------
   Net realized and unrealized gains (losses)             18,816          29,202          (3,562)
                                                        --------        --------        --------
    Net additions from operations                         27,981          31,731              80
                                                        --------        --------        --------
Policyowner transactions:
  Net premium payments                                   108,108          66,506          49,268
  Transfers from (to) Fixed Accounts                          95            (401)            (35)
  Policy loans                                            (2,266)         (1,582)           (781)
  Loan collateral interest crediting                         174             101              69
  Surrenders                                              (5,080)         (3,576)         (2,080)
  Death benefits                                            (203)           (220)            (87)
  Cost of insurance charges                              (19,202)        (12,860)         (8,762)
  Death benefit guarantee charges                           (459)           (488)           (531)
  Monthly expense charges                                 (2,932)         (1,831)         (1,057)
                                                        --------        --------        --------
   Additions for policyowner transactions                 78,235          45,649          36,004
                                                        --------        --------        --------
    Net additions for the year                           106,216          77,380          36,084
Policyowners' Equity, beginning of the year              180,057         102,677          66,593
                                                        --------        --------        --------
Policyowners' Equity, end of the year                   $286,273        $180,057        $102,677
                                                        ========        ========        ========


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

</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND CONTRACTS:

ReliaStar Select*Life Variable Account (the "Account") is a separate account of
ReliaStar Life Insurance Company ("ReliaStar Life"), a wholly owned subsidiary
of ReliaStar Financial Corp (formerly The NWNL Companies, Inc.). The Account is
registered as a unit investment trust under the Investment Company Act of 1940.

Payments received under the contracts are allocated to Sub-Accounts of the
Account, each of which invested in one of the Funds listed below during the
year:

FIDELITY'S VIPF AND VIPF II:   PUTNAM VT:                 NORTHSTAR FUNDS:
- ----------------------------   ----------                 ----------------
Money Market Portfolio         Diversified Income Fund    Income and Growth Fund
High Income Portfolio          Growth and Income Fund     Multi-Sector Bond Fund
Equity-Income Portfolio        Utilities Growth and
Growth Portfolio                Income Fund
Overseas Portfolio             Voyager Fund
Asset Manager Portfolio        Asia Pacific Growth Fund
Investment Grade Bond          New Opportunities Fund
 Portfolio
Index 500 Portfolio
Contrafund Portfolio


Northstar Investment Management Corporation, an affiliate of ReliaStar Life, is
the investment adviser for the two Northstar Funds and is paid fees for its
services by the Northstar Funds. Fidelity Management & Research Company is the
investment adviser for Fidelity's VIPF and VIPF II and is paid for its services
by the VIPF and VIPF II Portfolios. Putnam Investment Management, Inc. is the
investment adviser for the Putnam VT Funds and is paid fees for its services by
the Putnam VT Funds. On May 3, 1993, ReliaStar Life added the Sub-Account
investing in the VIPF II Index 500 Portfolio. On January 1, 1994, Sub-Accounts
investing in Putnam VT's Diversified Income Fund, Growth and Income Fund,
Utilities Growth and Income Fund and Voyager Fund were made available through
the Select*Life Series 2000 policies and on May 2, 1994, Sub-Accounts investing
in these Putnam VT Funds were made available to Select*Life I policies. On
December 30, 1994, Sub-Accounts investing in the Northstar Funds were made
available to Select*Life Series 2000 policies. On April 30, 1995 Sub-Accounts
investing in the VIPF II Contrafund Portfolio, the Putnam VT Asia Pacific Growth
Fund and the Putnam VT New Opportunities Fund were made available to Select*Life
Series 2000 policies.

SECURITIES VALUATION AND TRANSACTIONS:

The market value of investments in the Sub-Accounts is based on the closing net
asset values of the Fund shares held at the end of the period. Investment
transactions are accounted for on the trade date (date the order to purchase or
redeem is executed) and dividend income and capital distributions are recorded
on the ex-dividend date. Net realized gains and losses on redemptions of shares
of the Funds are determined on the basis of specific identification of Fund's
share costs. Net investment income and realized and unrealized gain (loss) on
investments of each Sub-Account are allocated to the Policies on each valuation
date based on each policy's pro-rata share of the net assets of each Sub-Account
as of the beginning of the valuation period.

2. FEDERAL INCOME TAXES:

Under current tax law, the income, gains and losses from the separate account
investments are not taxable to either the Account or ReliaStar Life.


<PAGE>


3. POLICY CHARGES:

Certain charges are made by ReliaStar Life to Policyowners' Variable
Accumulation Values in the Account in accordance with the terms of the Policies.
These charges may include: Cost of Insurance, computed as set forth in the
Policies; a Monthly Expense Charge as set forth in the Policies: Death Benefit
Guarantee Charge; Optional Insurance benefit charges based upon the policy terms
for optional benefits; and Surrender Charges and Sales Charge Refunds, as set
forth in the Policies.

4. RELIASTAR LIFE'S SELECT FUNDS:

On May 1, 1995, Select Capital Growth Fund, Inc. ("SCG") and Select Managed
Fund, Inc. ("SMF") were liquidated, and Policy Owners' values in the
Sub-Accounts investing in SCG and SMF were transferred to the Sub-Accounts
investing in shares of the VIPF Growth Portfolio and VIPF II Asset Manager
Portfolio, respectively.


<PAGE>





                (This page has been left blank intentionally.)


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

5. INVESTMENTS:

The net realized gains (losses) on redemptions of fund shares during the years
ended December 31, 1996, 1995 and 1994 were as follows, (in thousands):

<TABLE>
<CAPTION>
                                                                                              SELECT
                                                                                          CAPITAL GROWTH
                                                   TOTAL                                    FUND, INC.
                                  ---------------------------------------     ---------------------------------------
                                  YEAR ENDED    YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED    YEAR ENDED
                                   DEC. 31,      DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,      DEC. 31,
                                     1996          1995           1994           1996           1995          1994
                                  ----------    ----------     ----------     ----------     ----------    ----------
<S>                               <C>           <C>            <C>            <C>            <C>           <C>
Proceeds from redemptions           $19,497       $18,128       $ 7,424         $  --         $ 2,470       $   347
Cost                                 16,412        16,783         6,528            --           2,608           385
                                    -------       -------       -------         -------       -------       ------- 
Net realized gains (losses) on
 redemptions of fund shares         $ 3,085       $ 1,345       $   896         $  --         $  (138)      $   (38)
                                    =======       =======       =======         =======       =======       ======= 
</TABLE>

<TABLE>
<CAPTION>
                                               FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                 HIGH INCOME                                 EQUITY INCOME
                                                  PORTFOLIO                                    PORTFOLIO
                                   ----------------------------------------     ----------------------------------------
                                   YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                    DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
                                      1996           1995           1994           1996           1995           1994
                                   ----------     ----------     ----------     ----------     ----------     ----------
<S>                                <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions            $1,328        $1,149          $  551          $2,160        $1,111         $1,079
Cost                                  1,166           947             407           1,348           821            877
                                     ------        ------          ------          ------        ------         ------
Net realized gains (losses) on
 redemptions of fund shares          $  162        $  202          $  144          $  812        $  290         $  202
                                     ======        ======          ======          ======        ======         ======
</TABLE>

<TABLE>
<CAPTION>
                                              FIDELITY'S VIPF II                           FIDELITY'S VIPF II
                                                ASSET MANAGER                               INVESTMENT GRADE
                                                  PORTFOLIO                                  BOND PORTFOLIO
                                   ----------------------------------------     ----------------------------------------
                                   YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                    DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
                                      1996           1995           1994           1996           1995           1994
                                   ----------     ----------     ----------     ----------     ----------     ----------
<S>                                <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions            $1,703         $2,494         $  941         $  483         $  329         $  247
Cost                                  1,534          2,326            839            471            327            254
                                     ------         ------         ------         ------         ------         ------ 
Net realized gains (losses) on
 redemptions of fund shares          $  169         $  168         $  102         $   12         $    2         $   (7)
                                     ======         ======         ======         ======         ======         ====== 
</TABLE>


<PAGE>


                         SELECT*LIFE VARIABLE ACCOUNT
                   NOTES TO FINANCIAL STATEMENTS, CONTINUED





<TABLE>
<CAPTION>

                   SELECT                                  FIDELITY'S VIPF
                  MANAGED                                    MONEY MARKET
                 FUND, INC.                                   PORTFOLIO
 -----------------------------------------     ----------------------------------------
 YEAR ENDED      YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
   DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
     1996           1995           1994           1996           1995           1994
 ----------      ----------     ----------     ----------     ----------     ----------
<S>              <C>            <C>            <C>            <C>            <C>
  $   --          $4,660         $  820          $7,266         $2,499         $1,572
      --           4,677            741           7,266          2,499          1,572
  ------          ------         ------          ------         ------         ------

  $   --          $  (17)        $   79          $   --         $   --         $   --
  ======          ======         ======          ======         ======         ======
</TABLE>

<TABLE>
<CAPTION>
              FIDELITY'S VIPF                              FIDELITY'S VIPF
                   GROWTH                                      OVERSEAS
                 PORTFOLIO                                    PORTFOLIO
 -----------------------------------------     ----------------------------------------
 YEAR ENDED      YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
   DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
     1996           1995           1994           1996           1995           1994
 ----------      ----------     ----------     ----------     ----------     ----------
<S>              <C>            <C>            <C>            <C>            <C>
   $2,114          $  967         $1,007         $1,483         $1,486         $  729
    1,134             538            717          1,129          1,219            606
   ------          ------         ------         ------         ------         ------

   $  980          $  429         $  290         $  354         $  267         $  123
   ======          ======         ======         ======         ======         ======
</TABLE>

<TABLE>
<CAPTION>
             FIDELITY'S VIPF II                           FIDELITY'S VIPF II
                 INDEX 500                                    CONTRAFUND
                 PORTFOLIO                                    PORTFOLIO
 -----------------------------------------     ----------------------------------------
 YEAR ENDED      YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
   DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
     1996           1995           1994           1996           1995           1994
 ----------      ----------     ----------     ----------     ----------     ----------
<S>              <C>            <C>            <C>            <C>            <C>
   $  261         $  208         $   53          $  235         $   92         $   --
      181            168             53             210             79             --
   ------         ------         ------          ------         ------         ------

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


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

5. INVESTMENTS (CONTINUED):

The net realized gains (losses) on redemptions of fund shares during the years
ended December 31, 1996, 1995 and 1994 were as follows, (in thousands):

<TABLE>
<CAPTION>
                                                 PUTNAM'S VT                                  PUTNAM'S VT
                                              DIVERSIFIED INCOME                           GROWTH AND INCOME
                                                     FUND                                         FUND
                                   ----------------------------------------     ----------------------------------------
                                   YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                    DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
                                      1996           1995           1994           1996           1995           1994
                                   ----------     ----------     ----------     ----------     ----------     ----------
<S>                                <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions            $  293         $   40         $    9         $  464         $  102          $    7
Cost                                    283             38              9            339             85               7
                                     ------         ------         ------         ------         ------          ------
Net realized gains (losses) on
 redemptions of fund shares          $   10         $    2         $   --         $  125         $   17          $   --
                                     ======         ======         ======         ======         ======          ======
</TABLE>

<TABLE>
<CAPTION>
                                                 PUTNAM'S VT                                  PUTNAM'S VT
                                                 ASIA PACIFIC                              NEW OPPORTUNITIES
                                                 GROWTH FUND                                      FUND
                                   ---------------------------------------      ----------------------------------------
                                   YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                    DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
                                      1996           1995           1994           1996           1995           1994
                                   ----------     ----------     ----------     ----------     ----------     ----------
<S>                                <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions           $  259          $   23         $   --         $  517         $  113         $   --
Cost                                   245              23             --            418             91             --
                                    ------          ------         ------         ------         ------         ------
Net realized gains (losses) on
 redemptions of fund shares         $   14          $   --         $   --         $   99         $   22         $   --
                                    ======          ======         ======         ======         ======         ======
</TABLE>


<PAGE>


                         SELECT*LIFE VARIABLE ACCOUNT
                   NOTES TO FINANCIAL STATEMENTS, CONTINUED





<TABLE>
<CAPTION>

                PUTNAM'S VT                                  PUTNAM'S VT
        UTILITIES GROWTH AND INCOME                            VOYAGER
                    FUND                                         FUND
 -----------------------------------------     ----------------------------------------
 YEAR ENDED      YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
   DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
     1996           1995           1994           1996           1995           1994
 ----------      ----------     ----------     ----------     ----------     ----------
<S>              <C>            <C>            <C>            <C>            <C>
   $  354          $  184         $   49         $  517         $  154         $   13
      283             164             48            348            126             13
   ------          ------         ------         ------         ------         ------

   $   71          $   20         $    1         $  169         $   28         $   --
   ======          ======         ======         ======         ======         ======
</TABLE>

<TABLE>
<CAPTION>
                NORTHSTAR'S                                  NORTHSTAR'S
             INCOME AND GROWTH                            MULTI-SECTOR BOND
                    FUND                                         FUND
 -----------------------------------------     ----------------------------------------
 YEAR ENDED      YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
   DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,       DEC. 31,
     1996           1995           1994           1996           1995           1994
 ----------      ----------     ----------     ----------     ----------     ----------
<S>              <C>            <C>            <C>            <C>            <C>
   $   30         $    3         $   --          $   30         $   44         $   --
       28              3             --              29             44             --
   ------         ------         ------          ------         ------         ------

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


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. POLICYOWNERS' TRANSACTIONS:

Unit transactions in each Sub-Account for the years ended December 31, 1996,
1995 and 1994 were as follows:

<TABLE>
<CAPTION>
                                              SELECT CAPITAL                               SELECT
                                                 GROWTH                                    MANAGED
                                                FUND, INC.                                FUND, INC.
                                ----------------------------------------    ----------------------------------------
                                YEAR ENDED    YEAR ENDED      YEAR ENDED    YEAR ENDED    YEAR ENDED      YEAR ENDED
                                 DEC. 31,      DEC. 31,        DEC. 31,      DEC. 31,      DEC. 31,        DEC. 31,
                                   1996          1995            1994          1996          1995            1994
                                ----------    ----------      ----------    ----------    ----------      ----------
<S>                             <C>          <C>             <C>            <C>          <C>             <C>
Units outstanding, beginning
 of year                            --        157,399.779    162,138.780        --        286,168.977    311,725.041
Units purchased                     --          9,126.623     27,211.524        --         12,895.412     43,556.351
Units redeemed                      --         (7,913.917)   (21,989.106)       --        (10,403.233)   (46,804.601)
Units transferred between
 Sub-Accounts and/or
 Fixed Account                      --       (158,612.485)    (9,961.419)       --       (288,661.156)   (22,307.814)
                               -----------    -----------    -----------   -----------    -----------    -----------
Units outstanding,
 end of year                        --                 --    157,399.779        --                 --    286,168.977
                               ===========    ===========    ===========   ===========    ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                            FIDELITY'S VIPF                            FIDELITY'S VIPF
                                                GROWTH                                     OVERSEAS
                                              PORTFOLIO                                   PORTFOLIO
                              ----------------------------------------      ----------------------------------------
                              YEAR ENDED     YEAR ENDED     YEAR ENDED      YEAR ENDED     YEAR ENDED     YEAR ENDED
                               DEC. 31,       DEC. 31,       DEC. 31,        DEC. 31,       DEC. 31,       DEC. 31,
                                 1996           1995           1994            1996           1995           1994
                              ----------     ----------     ----------      ----------     ----------     ----------
<S>                          <C>            <C>            <C>             <C>            <C>               <C>
Units outstanding, beginning
 of year                     2,622,289.757  1,761,649.810  1,096,817.909   1,229,928.330    900,424.038   379,052.212
Units purchased              1,248,929.016  1,030,790.587    953,158.878     536,747.626    617,148.362   556,399.917
Units redeemed                (429,120.324)  (342,106.549)  (244,337.361)   (188,865.914)  (177,939.623) (111,750.664)
Units transferred between
 Sub-Accounts and/or
 Fixed Account                  10,620.532    171,955.909    (43,989.616)    (41,493.536)  (109,704.447)   76,722.573
                             -------------  -------------  -------------   -------------    -----------   -----------
Units outstanding,
 end of year                 3,452,718.980  2,622,289.757  1,761,649.810   1,536,316.506  1,229,928.330   900,424.038
                             =============  =============  =============   =============  =============   ===========
</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED





<TABLE>
<CAPTION>

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

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


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

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

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

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


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

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

</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. POLICYOWNERS' TRANSACTIONS (CONTINUED):

Unit transactions in each Sub-Account for the years ended December 31, 1996,
1995 and 1994 were as follows:

<TABLE>
<CAPTION>
                                           FIDELITY'S VIPF II                                PUTNAM'S VT
                                               CONTRAFUND                                 DIVERSIFIED INCOME
                                               PORTFOLIO                                         FUND
                               -------------------------------------------    ------------------------------------------
                               YEAR ENDED       YEAR ENDED      YEAR ENDED    YEAR ENDED      YEAR ENDED      YEAR ENDED
                                DEC. 31,         DEC. 31,        DEC. 31,      DEC. 31,        DEC. 31,        DEC. 31,
                                  1996             1995            1994          1996            1995            1994
                               ----------       ----------      ----------    ----------      ----------      ----------
<S>                           <C>              <C>              <C>          <C>              <C>             <C>
Units outstanding,
 beginning of year            160,147.180               --          --        70,401.445      25,076.593              --
Units purchased               558,061.891      131,616.362          --        60,427.261      37,489.819      18,122.626
Units reedeemed               (83,680.846)     (12,028.370)         --       (11,808.045)     (7,437.939)     (1,598.271)
Units transferred between
 Sub-Accounts and/or
 Fixed Account                 51,986.567       40,559.188          --        (6,408.720)     15,272.972       8,552.238
                              -----------      -----------     -----------   -----------      ----------      ----------
Units outstanding,
 end of year                  686,514.792      160,147.180          --       112,611.941      70,401.445      25,076.593
                              ===========      ===========     ===========   ===========      ==========      ==========
</TABLE>

<TABLE>
<CAPTION>
                                              PUTNAM'S VT                                  PUTNAM'S VT
                                          ASIA PACIFIC GROWTH                           NEW OPPORTUNITIES
                                                 FUND                                          FUND
                               ------------------------------------------    -----------------------------------------
                               YEAR ENDED      YEAR ENDED      YEAR ENDED    YEAR ENDED      YEAR ENDED     YEAR ENDED
                                DEC. 31,        DEC. 31,        DEC. 31,      DEC. 31,        DEC. 31,       DEC. 31,
                                  1996            1995            1994          1996            1995           1994
                               ----------      ----------      ----------    ----------      ----------     ----------
<S>                           <C>              <C>             <C>          <C>             <C>             <C>
Units outstanding,
 beginning of year.            29,436.771              --          --       110,223.166              --         --
Units purchased               111,743.026      25,202.823          --       536,749.300      86,605.419         --
Units redeemed                (15,459.659)     (2,640.223)         --       (71,815.080)     (8,233.093)        --
Units transferred between
 Sub-Accounts and/or
 Fixed Account                 18,365.954       6,874.171          --       106,106.472      31,850.840         --
                              -----------      ----------     ----------    -----------     -----------    ----------
Units outstanding,
 end of year                  144,086.091      29,436.771          --       681,263.859     110,223.166         --
                              ===========      ==========     ==========    ===========     ===========    ==========
</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED





<TABLE>
<CAPTION>

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

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


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

691,973.875   282,045.753   64,421.965    107,970.108    81,748.531    46,807.467   1,750,710.230    781,013.273    199,880.663
===========   ===========   ==========    ===========    ==========    ==========   =============    ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                 NORTHSTAR'S                                   NORTHSTAR'S
              INCOME AND GROWTH                             MULTI-SECTOR BOND
                    FUND                                          FUND
  -----------------------------------------     -----------------------------------------
  YEAR ENDED      YEAR ENDED     YEAR ENDED     YEAR ENDED      YEAR ENDED     YEAR ENDED
   DEC. 31,        DEC. 31,       DEC. 31,       DEC. 31,        DEC. 31,       DEC. 31,
     1996            1995           1994           1996            1995           1994
  ----------      ----------     ----------     ----------      ----------     ----------
<S>               <C>            <C>            <C>             <C>            <C>

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


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

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


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

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

Operations and changes in Policyowners' equity for the year ended December 31,
1996 were as follows, (in thousands):

<TABLE>
<CAPTION>
                                                     FIDELITY'S   FIDELITY'S   FIDELITY'S                            FIDELITY'S
                                                       VIPF         VIPF         VIPF      FIDELITY'S   FIDELITY'S     VIPF II
                                                       MONEY        HIGH        EQUITY-       VIPF         VIPF         ASSET
                                                       MARKET       INCOME      INCOME       GROWTH      OVERSEAS      MANAGER
                                          TOTAL      PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
<S>                                    <C>          <C>           <C>          <C>          <C>          <C>         <C>
Net investment income:
 Reinvested dividend income ........... $   2,990    $     417    $     832    $      67    $     156    $     202    $     840
 Reinvested capital gains .............     8,110         --            163        1,929        3,939          223          692
 Mortality and expense risk charge ....    (1,935)         (68)        (103)        (458)        (557)        (119)        (210)
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
  Net investment income (loss)
   and capital gains ..................     9,165          349          892        1,538        3,538          306        1,322
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
Realized and unrealized gains (losses):
 Net realized gains on redemptions
  of fund shares ......................     3,085         --            162          812          980          354          169
Increase (decrease) in unrealized
 appreciation on investments ..........    15,731         --            473        3,943        3,837        1,706        1,834
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
  Net realized and
   unrealized gains (losses) ..........    18,816         --            635        4,755        4,817        2,060        2,003
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
   Net additions
     from operations ..................    27,981          349        1,527        6,293        8,355        2,366        3,325
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
Policyowner transactions:
 Net premium payments .................   108,108        7,798        4,359       15,950       21,247        6,819        6,607
 Transfers from (to) Fixed Account ....        95       (4,502)        (267)        (782)         329         (582)      (1,215)
 Policy loans .........................    (2,266)         (97)         (67)        (576)        (758)        (235)        (209)
 Loan collateral interest crediting ...       174            7            9           49           57           16           26
 Surrenders ...........................    (5,080)        (164)        (286)        (977)      (1,807)        (493)        (545)
 Death benefits .......................      (203)          (1)         (10)         (72)         (53)         (17)         (25)
 Cost of insurance charges ............   (19,202)        (698)        (995)      (3,423)      (4,894)      (1,500)      (1,948)
 Death benefit guarantee charges ......      (459)          (8)         (32)        (115)        (173)         (47)         (61)
 Monthly expense charges ..............    (2,932)         (62)        (121)        (475)        (739)        (227)        (262)
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
   Net additions for
    policyowner transactions ..........    78,235        2,273        2,590        9,579       13,209        3,734        2,368
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
    Net additions
     for the year .....................   106,216        2,622        4,117       15,872       21,564        6,100        5,693
Policyowners' Equity,
 beginning of the year ................   180,057        5,704       10,578       42,335       55,354       16,848       23,050
                                        ---------    ---------    ---------    ---------    ---------    ---------    ---------
Policyowners' Equity,
 end of the year ...................... $ 286,273    $   8,326    $  14,695    $  58,207    $  76,918    $  22,948    $  28,743
                                        =========    =========    =========    =========    =========    =========    =========

</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED




<TABLE>
<CAPTION>

    FIDELITY'S
      VIPF II                             PUTNAM'S    PUTNAM'S
    INVESTMENT   FIDELITY'S  FIDELITY'S      VT          VT
       GRADE      VIPF II     VIPF II    DIVERSIFIED  GROWTH AND
        BOND     INDEX 500   CONTRAFUND    INCOME      INCOME
     PORTFOLIO   PORTFOLIO   PORTFOLIO      FUND        FUND
      --------    --------    --------    --------    --------
<S>            <C>           <C>           <C>            <C>

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

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


            12          80          25          10         125

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

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

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

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

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

           448       5,026       8,217         589       7,683

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

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


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

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

Operations and changes in Policyowners' equity for the year ended December 31,
1996 were as follows, (in thousands):

<TABLE>
<CAPTION>
                                          PUTNAM'S
                                             VT                               PUTNAM'S
                                          UTILITIES   PUTNAM'S    PUTNAM'S       VT      NORTHSTAR'S NORTHSTAR'S
                                           GROWTH        VT          VT          NEW     INCOME AND  MULTI-SECTOR
                                         AND INCOME   VOYAGER  ASIA PACIFIC OPPORTUNITIES  GROWTH       BOND
                                            FUND        FUND        FUND        FUND        FUND        FUND
                                          --------    --------    --------    --------    --------    --------
<S>                                       <C>         <C>         <C>         <C>         <C>         <C>
Net investment income:
 Reinvested dividend income               $     41    $     48    $      8    $   --      $     13    $     14
 Reinvested capital gains                     --           811        --          --            38           5
 Mortality and expense risk charge             (11)       (171)         (8)        (44)         (3)         (1)
                                          --------    --------    --------    --------    --------    --------
   Net investment income
   (loss) and capital gains                     30         688        --           (44)         48          18
                                          --------    --------    --------    --------    --------    --------
Realized and unrealized gains (losses):
 Net realized gains on
  redemptions of fund shares                    71         169          14          99           2           1
Increase (decrease) in unrealized
 appreciation on investments                    83         921          54         (86)         (2)          3
                                          --------    --------    --------    --------    --------    --------
   Net realized and
    unrealized gains                           154       1,090          68          13        --             4
                                          --------    --------    --------    --------    --------    --------
    Net additions (reductions)
     from operations                           184       1,778          68         (31)         48          22
                                          --------    --------    --------    --------    --------    --------
Policyowner transactions:
 Net premium payments                          663      16,198       1,193       8,025         413         124
 Transfers (to) from Fixed Account            (104)      2,466         204       1,664          68          52
 Policy loans                                  (36)       (187)         (2)         (8)       --          --
 Loan collateral interest crediting              1           6        --          --          --          --
 Surrenders                                    (35)       (395)         (5)        (64)       --          --
 Death benefits                                 (4)         (6)       --          --          --          --
 Cost of insurance charges                    (117)     (2,268)       (130)       (804)        (39)        (15)
 Death benefit guarantee charges                (1)         (8)       --          --          --          --
 Monthly expense charges                       (19)       (430)        (21)       (154)         (7)         (2)
                                          --------    --------    --------    --------    --------    --------
   Net additions for
    policyowner transactions                   348      15,376       1,239       8,659         435         159
                                          --------    --------    --------    --------    --------    --------
    Net additions
     for the year                              532      17,154       1,307       8,628         483         181
Policyowners' Equity,
 beginning of the year                       1,015      11,210         301       1,485         107         114
                                          --------    --------    --------    --------    --------    --------
Policyowners' Equity,
 end of the year                          $  1,547    $ 28,364    $  1,608    $ 10,113    $    590    $    295
                                          ========    ========    ========    ========    ========    ========
</TABLE>


<PAGE>





                (This page has been left blank intentionally.)


<PAGE>


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

                                                 FIDELITY'S       FIDELITY'S       FIDELITY'S        FIDELITY'S
                                                    VIPF             VIPF             VIPF              VIPF
                                                MONEY MARKET     HIGH INCOME      EQUITY-INCOME        GROWTH
ASSETS:                                           PORTFOLIO       PORTFOLIO         PORTFOLIO        PORTFOLIO
                                                ------------     ------------    --------------    --------------
<S>                                             <C>              <C>             <C>               <C>
Investments in mutual funds at market value:

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

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

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

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

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

</TABLE>


<PAGE>


                STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
                                 (unaudited)


<TABLE>
<CAPTION>

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












       $       24,785

                          $       29,034

                                               $      3,269

                                                                   $      9,470

                                                                                       $     12,318




















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




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

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

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

</TABLE>


<PAGE>


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

                                                                                  PUTNAM'S VT
                                                 PUTNAM'S VT     PUTNAM'S VT       UTILITIES
                                                 DIVERSIFIED     GROWTH AND         GROWTH          PUTNAM'S VT
                                                   INCOME          INCOME         AND INCOME          VOYAGER
ASSETS:                                             FUND            FUND             FUND              FUND
                                                ------------    ------------     ------------     --------------
<S>                                             <C>             <C>              <C>              <C>
Investments in mutual funds at market value:

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

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

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

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

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

</TABLE>


<PAGE>


                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
                                   (unaudited)



<TABLE>
<CAPTION>


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




                                                                           $  9,829

                                                                             15,462

                                                                             60,905

                                                                             77,527

                                                                             24,785

                                                                             29,034

                                                                              3,269

                                                                              9,470

                                                                             12,318



                                                                              1,531

                                                                             13,762

                                                                              1,637

                                                                             30,631

       $      1,857                                                           1,857

                        $     11,571                                         11,571



                                        $       676                             676

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



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

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

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

</TABLE>


<PAGE>


                          SELECT*LIFE VARIABLE ACCOUNT
                       STATEMENT OF OPERATIONS AND CHANGES
                             IN POLICYOWNERS' EQUITY
                                 (In Thousands)
                                   (unaudited)

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

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

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


<PAGE>


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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND CONTRACTS:

ReliaStar Select*Life Variable Account (the "Account") is a separate account of
ReliaStar Life Insurance Company ("ReliaStar Life"), a wholly owned subsidiary
of ReliaStar Financial Corp (formerly The NWNL Companies, Inc.). The Account is
registered as a unit investment trust under the Investment Company Act of 1940.

Payments received under the contracts are allocated to Sub-Accounts of the
Account, each of which invested in one of the Funds listed below during the
year:


FIDELITY'S VIPF AND VIPF II:   PUTNAM VT:                 NORTHSTAR FUNDS:
- ----------------------------   ----------                 ----------------
Money Market Portfolio         Diversified Income Fund    Income and Growth Fund
High Income Portfolio          Growth and Income Fund     Multi-Sector Bond Fund
Equity-Income Portfolio        Utilities Growth and
Growth Portfolio                Income Fund
Overseas Portfolio             Voyager Fund
Asset Manager Portfolio        Asia Pacific Growth Fund
Investment Grade Bond          New Opportunities Fund
 Portfolio
Index 500 Portfolio
Contrafund Portfolio

Northstar Investment Management Corporation, an affiliate of ReliaStar Life, is
the investment adviser for the two Northstar Funds and is paid fees for its
services by the Northstar Funds. Fidelity Management & Research Company is the
investment adviser for Fidelity's VIPF and VIPF II and is paid for its services
by the VIPF and VIPF II Portfolios. Putnam Investment Management, Inc. is the
investment adviser for the Putnam VT Funds and is paid fees for its services by
the Putnam VT Funds. On May 3, 1993, ReliaStar Life added the Sub-Account
investing in the VIPF II Index 500 Portfolio. On January 1, 1994, Sub-Accounts
investing in Putnam VT's Diversified Income Fund, Growth and Income Fund,
Utilities Growth and Income Fund and Voyager Fund were made available through
the Select*Life Series 2000 policies and on May 2, 1994, Sub-Accounts investing
in these Putnam VT Funds were made available to Select*Life I policies. On
December 30, 1994, Sub-Accounts investing in the Northstar Funds were made
available to Select*Life Series 2000 policies. On April 30, 1995 Sub-Accounts
investing in the VIPF II Contrafund Portfolio, the Putnam VT Asia Pacific Growth
Fund and the Putnam VT New Opportunities Fund were made available to Select*Life
Series 2000 policies.

SECURITIES VALUATION AND TRANSACTIONS:

The market value of investments in the Sub-Accounts is based on the closing net
asset values of the Fund shares held at the end of the period. Investment
transactions are accounted for on the trade date (date the order to purchase or
redeem is executed) and dividend income and capital distributions are recorded
on the ex-dividend date. Net realized gains and losses on redemptions of shares
of the Funds are determined on the basis of specific identification of Fund's
share costs. Net investment income and realized and unrealized gain (loss) on
investments of each Sub-Account are allocated to the Policies on each valuation
date based on each policy's pro-rata share of the net assets of each Sub-Account
as of the beginning of the valuation period.

2. FEDERAL INCOME TAXES:

Under current tax law, the income, gains and losses from the separate account
investments are not taxable to either the Account or ReliaStar Life.


<PAGE>


3. POLICY CHARGES:

Certain charges are made by ReliaStar Life to Policyowners' Variable
Accumulation Values in the Account in accordance with the terms of the Policies.
These charges may include: Cost of Insurance, computed as set forth in the
Policies; a Monthly Expense Charge as set forth in the Policies: Death Benefit
Guarantee Charge; Optional Insurance benefit charges based upon the policy terms
for optional benefits; and Surrender Charges and Sales Charge Refunds, as set
forth in the Policies.

4. RELIASTAR LIFE'S SELECT FUNDS:

On May 1, 1995, Select Capital Growth Fund, Inc. ("SCG") and Select Managed
Fund, Inc. ("SMF") were liquidated, and Policy Owners' values in the
Sub-Accounts investing in SCG and SMF were transferred to the Sub-Accounts
investing in shares of the VIPF Growth Portfolio and VIPF II Asset Manager
Portfolio, respectively.


<PAGE>


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


5. INVESTMENTS:

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

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

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

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


<PAGE>


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

5. INVESTMENTS (CONTINUED):

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

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

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


<PAGE>


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

6. POLICYOWNERS' TRANSACTIONS:

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

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

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

</TABLE>


<PAGE>


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

6. POLICYOWNERS' TRANSACTIONS (CONTINUED):

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

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

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

</TABLE>


<PAGE>





                (This page has been left blank intentionally.)


<PAGE>


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

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

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

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

</TABLE>


<PAGE>


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




<TABLE>
<CAPTION>

 FIDELITY'S
   VIPF II                                   PUTNAM'S      PUTNAM'S
 INVESTMENT    FIDELITY'S    FIDELITY'S         VT            VT
    GRADE        VIPF II       VIPF II     DIVERSIFIED    GROWTH AND
    BOND        INDEX 500    CONTRAFUND       INCOME        INCOME
 PORTFOLIO      PORTFOLIO     PORTFOLIO        FUND          FUND
 ---------      ---------     ---------    -----------    ----------
<S>            <C>           <C>           <C>            <C>

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

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


      4                 25              1             3             31

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

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

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

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

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

     47              1,885          2,145           136          2,212

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

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

</TABLE>


<PAGE>


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

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

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

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


<PAGE>


                         INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholder
ReliaStar Life Insurance Company
(A Wholly Owned Subsidiary of ReliaStar Financial Corp.)
Minneapolis, Minnesota

We have audited the accompanying consolidated balance sheets of ReliaStar Life
Insurance Company, formerly known as Northwestern National Life Insurance
Company, and Subsidiaries as of December 31, 1996 and 1995, and the related
statements of income, shareholder's equity, and cash flows for each of the two
years in the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ReliaStar Life
Insurance Company and Subsidiaries as of December 31, 1996 and 1995 and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.



DELOITTE & TOUCHE LLP

Minneapolis, Minnesota 
January 31, 1997, except for Note 14,
as to which the date is February 23, 1997


<PAGE>


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

                           CONSOLIDATED BALANCE SHEETS

                                  (IN MILLIONS)

                                                                    DECEMBER 31
                                                              -----------------------
                                                                1996           1995
                                                              ---------     ---------
<S>                                                           <C>           <C>
                                     ASSETS
Investments
  Fixed Maturity Securities (Amortized Cost: 1996,
    $8,993.5; 1995, $8,485.4)                                 $ 9,298.2     $ 9,053.7
  Equity Securities (Cost: 1996, $32.0; 1995, $34.8)               36.9          35.9
  Mortgage Loans on Real Estate                                 1,855.4       1,948.4
  Real Estate and Leases                                           77.5          97.9
  Policy Loans                                                    549.0         499.8
  Other Invested Assets                                            60.2          47.0
  Short-Term Investments                                           99.3         122.4
                                                              ---------     ---------
   Total Investments                                           11,976.5      11,805.1
Cash                                                               15.9          43.0
Accounts and Notes Receivable                                     136.9         150.9
Reinsurance Receivable                                            199.0         162.9
Deferred Policy Acquisition Costs                               1,006.0         860.7
Present Value of Future Profits                                   220.2         192.0
Property and Equipment, Net                                       118.2         122.6
Accrued Investment Income                                         164.7         164.7
Other Assets                                                      319.5         275.0
Participation Fund Account Assets.                                316.2         319.6
Assets Held in Separate Accounts                                2,096.0       1,369.0
                                                              ---------     ---------
  Total Assets                                                $16,569.1     $15,465.5
                                                              =========     =========
                                   LIABILITIES

Future Policy and Contract Benefits                           $11,332.2     $11,033.2
Pending Policy Claims                                             287.6         257.7
Other Policyholder Funds                                          190.6         174.4
Notes and Mortgages Payable -- Unaffiliated                       170.8         144.6
Note Payable -- Parent                                            100.0         100.0
Income Taxes                                                      135.3         169.2
Other Liabilities                                                 338.4         328.9
Participation Fund Account Liabilities                            316.2         319.6
Liabilities Related to Separate Accounts                        2,090.5       1,362.9
                                                              ---------     ---------
  Total Liabilities                                            14,961.6      13,890.5
                                                              ---------     ---------
                              SHAREHOLDER'S EQUITY

Common Stock (2.0 Million Shares Issued in 1996 and 1995)           2.5           2.5
Additional Paid-In Capital                                        538.9         538.9
Net Unrealized Investment Gains                                   140.8         246.8
Retained Earnings                                                 925.3         786.8
                                                              ---------     ---------
  Total Shareholder's Equity                                    1,607.5       1,575.0
                                                              ---------     ---------
   Total Liabilities and Shareholder's Equity                 $16,569.1     $15,465.5
                                                              =========     =========

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

</TABLE>


<PAGE>


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

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (IN MILLIONS)

                                                        YEAR ENDED DECEMBER 31
                                                        ----------------------
                                                           1996        1995
                                                        ---------    ---------
REVENUES
Premiums                                                 $  836.9    $  851.5
Net Investment Income                                       937.2       890.3
Realized Investment Gains                                    11.2         7.4
Policy and Contract Charges                                 245.9       218.5
Other Income                                                 81.8        94.4
                                                         --------    --------
 Total                                                    2,113.0     2,062.1
                                                         --------    --------
BENEFITS AND EXPENSES
Benefits to Policyholders                                 1,288.3     1,321.9
Sales and Operating Expenses                                370.3       344.4
Amortization of Deferred Policy Acquisition Costs and
 Present Value of Future Profits                            113.0        90.5
Interest Expense                                             16.2        13.5
Dividends and Experience Refunds to Policyholders            19.7        23.4
                                                         --------    --------
 Total                                                    1,807.5     1,793.7
                                                         --------    --------
Income from Continuing Operations before Income Taxes       305.5       268.4
Income Tax Expense                                          105.9        94.4
                                                         --------    --------
Income from Continuing Operations                           199.6       174.0
                                                         --------    --------
Loss from Discontinued Operations, Net of Tax                  --        (5.4)
                                                         --------    --------
 Net Income                                              $  199.6    $  168.6
                                                         ========    ========

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


<PAGE>


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

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

                                 (IN MILLIONS)

                                           YEAR ENDED DECEMBER 31
                                           ----------------------
                                              1996        1995
                                           ---------    ---------
COMMON STOCK
Beginning and End of Year                   $    2.5    $    2.5
                                            --------    --------
ADDITIONAL PAID-IN CAPITAL
Beginning of Year                              538.9       216.4
Capital Contributions from Parent                 --       322.5
                                            --------    --------
 End of Year                                   538.9       538.9
                                            --------    --------
NET UNREALIZED INVESTMENT GAINS
 (LOSSES)
Beginning of Year                              246.8       (79.4)
Change for the Year                           (106.0)      326.2
                                            --------    --------
 End of Year                                   140.8       246.8
                                            --------    --------
RETAINED EARNINGS
Beginning of Year                              786.8       670.2
Net Income                                     199.6       168.6
Dividends to Shareholder                       (61.1)      (52.0)
                                            --------    --------
 End of Year                                   925.3       786.8
                                            --------    --------
Total Shareholder's Equity                  $1,607.5    $1,575.0
                                            ========    ========

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


<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN MILLIONS)

                                                                      YEAR ENDED DECEMBER 31
                                                                      ----------------------
                                                                        1996          1995
                                                                      ---------    ---------
<S>                                                                   <C>          <C>
OPERATING ACTIVITIES
Net Income                                                            $   199.6    $   168.6
Adjustments to Reconcile Net Income to Net
 Cash Provided by Operating Activities
   Interest Credited to Insurance Contracts                               500.1        500.1
   Future Policy Benefits                                                (238.9)      (117.5)
   Capitalization of Policy Acquisition Costs                            (196.2)      (176.6)
   Amortization of Deferred Policy Acquisition Costs and
    Present Value of Future Profits                                       113.0         90.5
   Deferred Income Taxes                                                   22.3         11.5
   Net Change in Receivables and Payables                                  47.2          8.5
   Other Assets                                                           (48.4)       (83.4)
   Realized Investment Gains, Net                                         (11.2)        (7.4)
   Other                                                                    1.6         (3.1)
                                                                      ---------    ---------
     Net Cash Provided by Operating Activities                            389.1        391.2
                                                                      ---------    ---------
INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities                          204.1        190.5
Proceeds from Maturities or Repayment of Fixed Maturity
Securities  Available-for-Sale                                            882.3        329.9
 Held-to-Maturity                                                            --        415.6
Cost of Fixed Maturity Securities Acquired
 Available-for-Sale                                                    (1,594.7)      (971.4)
 Held-to-Maturity                                                            --       (519.8)
Sales of Equity Securities, Net                                             5.6         31.0
Proceeds of Mortgage Loans Sold, Matured or Repaid                        483.8        314.2
Cost of Mortgage Loans Acquired.                                         (407.3)      (385.2)
Sales of Real Estate and Leases, Net                                       35.7         28.8
Policy Loans Issued, Net                                                  (49.2)       (63.0)
Sales (Purchases) of Other Invested Assets, Net                             (.4)        39.0
Sales (Purchases) of Short-Term Investments, Net                           11.4        (56.4)
                                                                      ---------    ---------
   Net Cash Used by Investing Activities                                 (428.7)      (646.8)
                                                                      ---------    ---------
FINANCING ACTIVITIES
Deposits to Insurance Contracts                                         1,173.3      1,265.6
Maturities and Withdrawals from Insurance Contracts                    (1,133.0)    (1,015.3)
Increase in Notes and Mortgages Payable                                    26.8         72.1
Repayment of Notes and Mortgages Payable                                    (.6)        (2.3)
Dividends to Shareholder                                                  (54.0)       (41.3)
                                                                      ---------    ---------
   Net Cash Provided by Financing Activities                               12.5        278.8
                                                                      ---------    ---------
Increase (Decrease) in Cash                                               (27.1)        23.2
Cash at Beginning of Year                                                  43.0         19.8
                                                                      ---------    ---------
Cash at End of Year                                                   $    15.9    $    43.0
                                                                      =========    =========

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

</TABLE>


<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1. CHANGES IN ACCOUNTING PRINCIPLES

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS
  TO BE DISPOSED OF
Effective January 1, 1996, ReliaStar Life Insurance Company (ReliaStar Life) and
its subsidiaries (the Company) adopted Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." SFAS No. 121 establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used and for long-lived assets and certain identifiable intangibles to be
disposed of. This Statement requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Measurement of an impairment
loss for long-lived assets and identifiable intangibles that an entity expects
to hold and use should be based on the fair value of the asset. Long-lived
assets and certain identifiable intangibles to be disposed of must be reported
at the lower of carrying amount or fair value less cost to sell. The adoption of
this standard did not have a significant effect on the financial results of the
Company.

ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN
Effective January 1, 1995, the Company adopted SFAS No. 114, "Accounting by
Creditors for Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan -- Income Recognition and Disclosures." SFAS No. 114
and SFAS No. 118 require a company to measure impairment based upon the present
value of expected future cash flows discounted at the loan's effective interest
rate, the loan's observable market price or the fair value of the collateral if
the loan is collateral dependent. If foreclosure is probable, the measurement of
impairment must be based upon the fair value of the collateral. The adoption of
these standards did not have a significant effect on the financial results of
the Company.

NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
The Company is principally engaged in the business of providing life insurance
and related financial services products. Through its subsidiaries, the Company
issues and distributes individual life insurance and annuities; group life and
health insurance; and life and health reinsurance. The Company operates
primarily in the United States and, through its subsidiaries, is authorized to
do business in all 50 states.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of ReliaStar Life and
its subsidiaries. ReliaStar Life is a wholly owned subsidiary of ReliaStar
Financial Corp. (ReliaStar). ReliaStar Life's principal subsidiaries are
Northern Life Insurance Company (Northern), ReliaStar United Services Life
Insurance Company (United Services), ReliaStar Bankers Security Life Insurance
Company (Bankers Security) and ReliaStar Mortgage Corporation. United Services
and Bankers Security were formerly known as United Services Life Insurance
Company and Bankers Security Life Insurance Society, respectively. During 1995,
The North Atlantic Life Insurance Company of America was merged into Bankers
Security. These consolidated financial statements exclude the effects of all
material intercompany transactions.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS
Fixed maturity securities (bonds and redeemable preferred stocks) are classified
as available-for-sale and are valued at fair value.

Equity securities (common stocks and nonredeemable preferred stocks) are valued
at fair value.

Mortgage loans on real estate are carried at amortized cost less an impairment
allowance for estimated uncollectible amounts.

Investment real estate owned directly by the Company is carried at cost less
accumulated depreciation and allowances for estimated losses. Investments in
real estate joint ventures are accounted for using the equity method. Real
estate acquired through foreclosure is carried at the lower of fair value minus
estimated costs to sell or cost.

Short-term investments are carried at amortized cost.

Unrealized investment gains and losses of equity securities and fixed maturity
securities classified as available-for-sale, net of related deferred acquisition
costs (DAC), present value and future profits (PVFP) and tax effects, are
accounted for as a direct increase or decrease in shareholder's equity.

Realized investment gains and losses enter into the determination of net income.
Realized investment gains and losses on sales of securities are determined on
the specific identification method. Write-offs of investments that decline in
value below cost on other than a temporary basis and the change in the allowance
for mortgage loans and wholly owned real estate are included with realized
investment gains and losses in the Consolidated Statements of Income.

The Company records write-offs or allowances for its investments based upon an
evaluation of specific problem investments. The Company reviews, on a continual
basis, all invested assets (including marketable bonds, private placements,
mortgage loans and real estate investments) to identify investments where the
Company has credit concerns. Investments with credit concerns include those the
Company has identified as problem investments, which are issues delinquent in a
required payment of principal or interest, issues in bankruptcy or foreclosure
and restructured or foreclosed assets. The Company also identifies investments
as potential problem investments, which are investments where the Company has
serious doubts as to the ability of the borrowers to comply with the present
loan repayment terms.

PROPERTY AND EQUIPMENT
Property and equipment are carried at cost, net of accumulated depreciation of
$90.7 million and $79.8 million at December 31, 1996 and 1995, respectively. The
Company provides for depreciation of property and equipment using straight-line
and accelerated methods over the estimated useful lives of the assets. Buildings
are generally depreciated over 35 to 50 years. Depreciation expense for 1996 and
1995 amounted to $5.9 million and $9.1 million, respectively.

PARTICIPATION FUND ACCOUNT
On January 3, 1989, the Commissioner of Commerce of the State of Minnesota
approved a Plan of Conversion and Reorganization (the Plan) which provided,
among other things, for the conversion of ReliaStar Life from a combined stock
and mutual insurance company to a stock life insurance company.

The Plan provided for the establishment of a Participation Fund Account (PFA)
for the benefit of certain participating individual life insurance policies and
annuities issued by ReliaStar Life prior to the effective date of the Plan.
Under the terms of the PFA, the insurance liabilities and assets with respect to
such policies are segregated in the accounting records of ReliaStar Life to
assure the continuation of current policyholder dividend practices. Assets and
liabilities of the PFA are presented in accordance with statutory accounting
practices. Earnings derived from the operation of the PFA will inure solely to
the benefit of the policies covered by the PFA and no benefit will inure to the
Company. Accordingly, results of operations for the PFA are excluded from the
Company's Consolidated Statements of Income.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In the event that the assets of the PFA are insufficient to provide the
contractual benefits guaranteed by the affected policies, ReliaStar Life must
provide such contractual benefits from its general assets.

SEPARATE ACCOUNTS
The Company operates separate accounts. The assets (principally investments)
and liabilities (principally to contractholders) of each account are clearly
identifiable and distinguishable from other assets and liabilities of the
Company. Assets are carried at fair value.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS
RECOGNITION OF TRADITIONAL LIFE, GROUP AND ANNUITY PREMIUM REVENUE AND BENEFITS
TO POLICYHOLDERS -- Traditional life insurance products include those products
with fixed and guaranteed premiums and benefits, and consist principally of
whole life insurance policies and certain annuities with life contingencies
(immediate annuities). Life insurance premiums and immediate annuity premiums
are recognized as premium revenue when due. Group insurance premiums are
recognized as premium revenue over the time period to which the premiums relate.
Benefits and expenses are associated with earned premiums so as to result in
recognition of profits over the life of the contracts. This association is
accomplished by means of the provision for liabilities for future policy
benefits and the amortization of DAC and PVFP.

RECOGNITION OF UNIVERSAL LIFE-TYPE CONTRACTS REVENUE AND BENEFITS TO
POLICYHOLDERS -- Universal life-type policies are insurance contracts with terms
that are not fixed and guaranteed. The terms that may be changed could include
one or more of the amounts assessed the policyholder, premiums paid by the
policyholder or interest accrued to policyholder balances. Amounts received as
payments for such contracts are not reported as premium revenues.

Revenues for universal life-type policies consist of charges assessed against
policy account values for deferred policy loading and the cost of insurance and
policy administration. Policy benefits and claims that are charged to expense
include interest credited to contracts and benefit claims incurred in the period
in excess of related policy account balances.

RECOGNITION OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYHOLDERS --
Contracts that do not subject the Company to risks arising from policyholder
mortality or morbidity are referred to as investment contracts. Guaranteed
Investment Contracts (GICs) and certain deferred annuities are considered
investment contracts. Amounts received as payments for such contracts are not
reported as premium revenues.

Revenues for investment contracts consist of investment income and policy
administration charges. Contract benefits that are charged to expense include
benefit claims incurred in the period in excess of related contract balances,
and interest credited to contract balances.

POLICY ACQUISITION COSTS
Those costs of acquiring new business, which vary with and are primarily related
to the production of new business, have been deferred to the extent that such
costs are deemed recoverable. Such costs include commissions, certain costs of
policy issuance and underwriting and certain variable agency expenses.

Costs deferred related to traditional life insurance are amortized over the
premium paying period of the related policies, in proportion to the ratio of
annual premium revenues to total anticipated premium revenues. Such anticipated
premium revenues are estimated using the same assumptions used for computing
liabilities for future policy benefits.

Costs deferred related to universal life-type policies and investment contracts
are amortized over the lives of the policies, in relation to the present value
of estimated gross profits from mortality, investment, surrender and expense
margins.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PRESENT VALUE OF FUTURE PROFITS
The present value of future profits reflects the estimated fair value of the
acquired insurance business in force and represents the portion of the
acquisition cost that was allocated to the value of future cash flows from
insurance contracts existing at the date of acquisition. Such value is the
present value of the actuarially determined projected net cash flows from the
acquired insurance contracts. The weighted average discount rate used to
determine such value was approximately 15%.

An analysis of the PVFP asset account is presented below:

                                                               YEAR ENDED
                                                               DECEMBER 31
                                                            -----------------
                                                             1996       1995
                                                            ------     ------
                                                              (IN MILLIONS)
Balance, Beginning of Year                                  $192.0     $   --
Additions Arising from Acquisitions of Life Insurance
 Companies                                                      --      300.0
Imputed Interest                                              16.4       17.6
Amortization                                                 (37.5)     (32.6)
Impact of Net Unrealized Investment Gains and Losses.         49.3      (93.0)
                                                            ------     ------
Balance, End of Year                                        $220.2     $192.0
                                                            ======     ======

Based on current conditions and assumptions as to future events on acquired
policies in force, the Company expects that the net amortization of the initial
PVFP balance will be between 5% and 6% in each of the years 1997 through 2001.
The interest rates used to determine the amount of imputed interest on the
unamortized PVFP balance ranged from 5% to 8%.

GOODWILL
Goodwill is the excess of the amount paid to acquire a company over the fair
value of the net assets acquired and is amortized on a straight-line basis over
40 years. The carrying value of goodwill is monitored for impairment of value
based on the Company's estimate of future earnings. The carrying value of
goodwill is reduced and a charge to income is recorded when an impairment in
value is identified. No such goodwill impairment charges have been recorded.

FUTURE POLICY AND CONTRACT BENEFITS
Liabilities for future policy benefits for traditional life contracts are
calculated using the net level premium method and assumptions as to investment
yields, mortality, withdrawals and dividends. The assumptions are based on
projections of past experience and include provisions for possible unfavorable
deviation. These assumptions are made at the time the contract is issued or, for
purchased contracts, at the date of acquisition.

Liabilities for future policy and contract benefits on universal life-type and
investment contracts are based on the policy account balance.

The liabilities for future policy and contract benefits for group disabled
life reserves and long-term disability reserves are based upon interest rate
assumptions and morbidity and termination rates from published tables,
modified for Company experience.

INCOME TAXES
The provision for income taxes includes amounts currently payable and
deferred income taxes resulting from the cumulative differences in the assets
and liabilities determined on a tax return and financial statement basis.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INTEREST RATE SWAP AGREEMENTS
Interest rate swap agreements are used as hedges for asset/liability management
of adjustable rate and short-term invested assets. The Company does not enter
into any interest rate swap agreements for trading purposes. The interest rate
swap transactions involve the exchange of fixed and floating rate interest
payments without the exchange of underlying principal amounts and do not contain
other optional provisions. The difference between amounts paid and amounts
received on interest rate swaps is reflected in net investment income.

INTEREST RATE FUTURES CONTRACTS
Futures contracts are used as hedges for asset/liability management of fixed
maturity securities and liabilities arising from GICs. Realized and unrealized
gains and losses on futures contracts are deferred and amortized over the life
of the hedged asset or liability.

NOTE 3. ACQUISITION

On January 17, 1995, ReliaStar acquired USLICO Corporation (USLICO). USLICO was
a holding company with two primary subsidiaries: United Services and Bankers
Security. ReliaStar contributed all of the capital stock of United Services and
Bankers Security to the Company. The acquisition was accounted for using the
purchase method of accounting and, therefore, the consolidated financial
statements include the accounts of United Services and Bankers Security since
the date of acquisition. At the acquisition date, goodwill totaling $44.3
million was recorded, representing the excess of the amount paid and allocated
to United Services and Bankers Security over the fair value of the net assets
acquired.

NOTE 4. INVESTMENTS

Investment income summarized by type of investment was as follows:


                                     YEAR ENDED
                                     DECEMBER 31
                                  -----------------
                                   1996       1995
                                  ------     ------
                                    (IN MILLIONS)
Fixed Maturity Securities         $709.4     $673.4
Equity Securities                    4.1        3.1
Mortgage Loans on Real Estate      187.6      184.3
Real Estate and Leases              18.0       16.8
Policy Loans                        32.2       28.9
Other Invested Assets                7.3        7.8
Short-Term Investments               5.7        7.6
                                  ------     ------
 Gross Investment Income           964.3      921.9
Investment Expenses                 27.1       31.6
                                  ------     ------
 Net Investment Income            $937.2     $890.3
                                  ======     ======


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 4. INVESTMENTS (CONTINUED)

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

                                        YEAR ENDED
                                        DECEMBER 31
                                     -----------------
                                      1996       1995
                                     ------     ------
                                       (IN MILLIONS)
Net Gains (Losses) on Sales
  Fixed Maturity Securities          $  3.2     $  3.3
  Equity Securities                     1.3       15.1
  Mortgage Loans                         .1        (.1)
  Foreclosed Real Estate                1.8         .6
  Real Estate                           2.7        1.7
  Other                                13.2        2.2
                                     ------     ------
                                       22.3       22.8
                                     ------     ------
Provisions for Losses
  Fixed Maturity Securities            (2.6)      (3.0)
  Equity Securities                      --        (.1)
  Mortgage Loans                       (3.5)      (6.3)
  Foreclosed Real Estate               (3.5)      (5.2)
  Real Estate                          (1.1)       (.8)
  Other                                 (.4)        --
                                     ------     ------
                                      (11.1)     (15.4)
                                     ------     ------
  Pretax Realized Investment Gains   $ 11.2     $  7.4
                                     ======     ======

Gross realized investment gains of $8.7 million and $8.3 million and gross
realized investment losses of $5.5 million and $5.0 million were recognized on
sales of fixed maturity securities during the years ended December 31, 1996 and
1995, respectively. All 1996 and 1995 fixed maturity security sales were from
the available-for-sale portfolio.

The amortized cost and fair value of investments in fixed maturity securities by
type of investment were as follows:

<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1996
                                                      ----------------------------------------------
                                                                    GROSS UNREALIZED
                                                      AMORTIZED    -----------------
                                                         COST      GAINS     (LOSSES)     FAIR VALUE
                                                       --------    ------     ------       --------
                                                                     (IN MILLIONS)
<S>                                                  <C>           <C>       <C>          <C>
United States Government and Government Agencies
 and Authorities                                      $  130.8     $  6.5     $  (.1)      $  137.2
States, Municipalities and Political Subdivisions         56.7        2.8        (.2)          59.3
Foreign Governments                                       82.9        4.2        (.1)          87.0
Public Utilities                                         754.6       42.2       (3.0)         793.8
Corporate Securities                                   5,800.4      223.9      (29.1)       5,995.2
Mortgage-Backed/Structured Finance Securities          2,166.0       66.0       (8.3)       2,223.7
Redeemable Preferred Stock                                 2.1         --        (.1)           2.0
                                                      --------     ------     ------       --------
 Total                                                $8,993.5     $345.6     $(40.9)      $9,298.2
                                                      ========     ======     ======       ========
</TABLE>


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 4. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1995
                                                      ----------------------------------------------
                                                                    GROSS UNREALIZED
                                                      AMORTIZED    -----------------
                                                         COST      GAINS     (LOSSES)     FAIR VALUE
                                                       --------    ------     ------       --------
                                                                      (IN MILLIONS)
<S>                                                  <C>           <C>       <C>          <C>
United States Government and Government Agencies
 and Authorities                                      $  172.8     $ 13.2         --       $  186.0
States, Municipalities and Political Subdivisions         64.4        4.2     $  (.1)          68.5
Foreign Governments                                       82.1        6.8        (.2)          88.7
Public Utilities                                         775.3       74.5        (.9)         848.9
Corporate Securities                                   5,330.7      392.2      (21.6)       5,701.3
Mortgage-Backed/Structured Finance Securities          2,058.0      102.7       (2.4)       2,158.3
Redeemable Preferred Stock                                 2.1         --        (.1)           2.0
                                                      --------     ------     ------       --------
 Total                                                $8,485.4     $593.6     $(25.3)      $9,053.7
                                                      ========     ======     ======       ========
</TABLE>

The amortized cost and fair value of fixed maturity securities by contractual
maturity are shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                    DECEMBER 31, 1996        DECEMBER 31, 1995
                                                  ---------------------     --------------------
                                                 AMORTIZED       FAIR       AMORTIZED      FAIR
                                                    COST        VALUE         COST        VALUE
                                                  --------     --------     --------    --------
                                                                  (IN MILLIONS)
<S>                                               <C>          <C>          <C>         <C>
Due in One Year or Less                           $  155.8     $  157.4     $  123.1    $  122.8
Due After One Year Through Five Years              2,967.6      3,057.0      2,497.4     2,634.3
Due After Five Years Through Ten Years             2,622.4      2,723.6      2,750.4     2,965.4
Due After Ten Years                                1,055.3      1,108.7      1,056.5     1,172.9
Mortgage-Backed/Structured Finance Securities      2,192.4      2,251.5      2,058.0     2,158.3
                                                  --------     --------     --------    --------
 Total                                            $8,993.5     $9,298.2     $8,485.4    $9,053.7
                                                  ========     ========     ========    ========
</TABLE>

The fair values for the marketable bonds are determined based upon the quoted
market prices for bonds actively traded. The fair values for marketable bonds
without an active market are obtained through several commercial pricing
services which provide the estimated fair values. Fair values of privately
placed bonds which are not considered problems are determined utilizing a
commercially available pricing model. The model considers the current level of
risk-free interest rates, current corporate spreads, the credit quality of the
issuer and cash flow characteristics of the security. Using this data, the model
generates estimated market values which the Company considers reflective of the
fair value of each privately placed bond. Fair values for privately placed bonds
which are considered problems are determined though consideration of factors
such as the net worth of borrower, the value of collateral, the capital
structure of the borrower, the presence of guarantees and the Company's
evaluation of the borrower's ability to compete in the relevant market.

At December 31, 1996, the largest industry concentration of the private
placement portfolio was financial services, where 18.6% of the portfolio was
invested, and the largest industry concentration of the marketable bond
portfolio was mortgage-backed/structured finance securities, where 32.2% of the
portfolio was invested. At December 31, 1996, the largest geographic
concentration of commercial mortgage loans was in the midwest region of the
United States, where approximately 31.6% of the commercial mortgage loan
portfolio was invested.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 4. INVESTMENTS (CONTINUED)

At December 31, 1996 and 1995, gross unrealized appreciation of equity
securities was $5.2 million and $3.0 million, respectively, and gross unrealized
depreciation was $.3 million and $1.9 million, respectively.

Invested assets which were nonincome producing (no income received for the 12
months preceding the balance sheet date) were as follows:

                                   DECEMBER 31
                                  --------------
                                  1996      1995
                                  -----    -----
                                  (IN MILLIONS)
Fixed Maturity Securities         $  .6    $  .7
Mortgage Loans on Real Estate       1.2      2.8
Real Estate and Leases             16.0     17.6
                                  -----    -----
 Total                            $17.8    $21.1
                                  =====    =====

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

                             DECEMBER 31
                           ---------------
                           1996      1995
                           -----     -----
                            (IN MILLIONS)
Mortgage Loans             $11.7     $12.4
Foreclosed Real Estate      11.2      10.6
Investment Real Estate       2.1       1.0
Other Invested Assets        2.6       2.3

At December 31, 1996 and 1995, the total investment in impaired mortgage loans
(before allowances for credit losses), the related allowance for credit losses
and the average investment related to impaired mortgage loans and the interest
income recognized on impaired mortgage loans during 1996 and 1995 were as
follows:

                                  DECEMBER 31
                                ---------------
                                1996      1995
                                -----     -----
                                 (IN MILLIONS)
Impaired Mortgage Loans
  Total Investment              $22.3     $25.4
  Allowance for Credit Losses    11.7      12.4
  Average Investment              1.9       2.0
  Interest Income Recognized      1.4       1.7

Increases to the allowance for credit losses account were $2.9 million and $6.3
million, and the amount of decreases to the allowance account were $3.6 million
and $9.5 million for the years ended December 31, 1996 and 1995, respectively.
The Company does not accrue interest income on impaired mortgage loans when the
likelihood of collection is doubtful. Cash receipts for interest payments are
recognized as income in the period received.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 4. INVESTMENTS (CONTINUED)

Noncash investing activities consisted of the following:

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

Effective December 31, 1995, the Company adopted the implementation guidance
contained in the Financial Accounting Series Special Report, "A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities." Concurrent with the adoption of this implementation
guidance, the Company reclassified all of its held-to-maturity securities to
available-for-sale based upon a reassessment of the appropriateness of the
classifications of all securities held at that time. The amortized cost and net
unrealized appreciation of the securities reclassified were $2.42 billion and
$108.1 million, respectively, at December 31, 1995.

The components of net unrealized investment gains reported in shareholder's
equity are shown below:

                                        DECEMBER 31
                                     ------------------
                                      1996       1995
                                     ------     -------
                                       (IN MILLIONS)
Unrealized Investment Gains          $310.5     $ 569.9
DAC/PVFP Adjustment                   (93.8)     (189.4)
Deferred Income Taxes.                (75.9)     (133.7)
                                     ------     -------
 Net Unrealized Investment Gains     $140.8     $ 246.8
                                     ======     =======

NOTE 5. INCOME TAXES

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

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

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

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

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


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 5. INCOME TAXES (CONTINUED)

Deferred income taxes reflect the impact for financial statement reporting
purposes of "temporary differences" between the financial statement carrying
amounts and tax bases of assets and liabilities. The "temporary differences"
that give rise to a significant portion of the deferred tax liabilities relate
to the following:

                                                  DECEMBER 31
                                             --------------------
                                               1996         1995
                                             -------      -------
                                                 (IN MILLIONS)
Future Policy and Contract Benefits          $(265.1)     $(269.7)
Investment Write-Offs and Allowances           (39.0)       (35.0)
Pension and Postretirement Benefit Plans        (9.0)        (8.3)
Employee Benefits                              (11.1)        (9.3)
Deferred Futures Gains                          (1.8)        (1.8)
Other                                          (50.5)       (42.0)
                                             -------      -------
Gross Deferred Tax Asset                      (376.5)      (366.1)
                                             -------      -------
Deferred Policy Acquisition Costs              296.0        267.9
Present Value of Future Profits                 92.4         99.0
Net Unrealized Investment Gains                 32.1         90.2
Property and Equipment                          28.5         27.1
Real Estate Joint Ventures                      12.0         12.2
Accrual of Market Discount                       7.9          8.4
Policyholder Dividends                           5.2          4.4
Other                                           29.9         19.7
                                             -------      -------
Gross Deferred Tax Liability                   504.0        528.9
                                             -------      -------
 Net Deferred Tax Liability                  $ 127.5      $ 162.8
                                             =======      =======

Federal income tax regulations allowed certain special deductions for 1983 and
prior years which are accumulated in a memorandum tax account designated as
"policyholders' surplus." Generally, this policyholders' surplus account will
become subject to tax at the then current rates only if the accumulated balance
exceeds certain maximum limitations or if certain cash distributions are deemed
to be paid out of the account. At December 31, 1996, ReliaStar Life and its life
insurance subsidiaries have accumulated approximately $51 million in their
separate policyholders' surplus accounts. Deferred taxes have not been provided
on this temporary difference.

There have been no deferred taxes recorded for the unremitted equity in
subsidiaries as the earnings are considered to be permanently invested or will
be remitted only when tax effective to do so.

The difference between the U.S. federal income tax rate and the consolidated
tax provision rate is summarized as follows:

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


Cash paid to ReliaStar for federal income taxes was $74.5 million and $90.3
million for the years ended December 31, 1996 and 1995, respectively.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 6. NOTES AND MORTGAGES PAYABLE

A summary of notes and mortgages payable is as follows:

                                               DECEMBER 31
                                            -----------------
                                             1996       1995
                                            ------     ------
                                              (IN MILLIONS)
Unaffiliated: Commercial Paper              $146.5     $135.6
  Bank Borrowings                             15.9         --
  Other Indebtedness -- Current Portion         .1         .1
                                            ------     ------
   Short-Term Debt                           162.5      135.7
                                            ------     ------
  Other Indebtedness -- Noncurrent Portion     8.3        8.9
                                            ------     ------
   Total Unaffiliated                       $170.8     $144.6
                                            ======     ======
   Note Payable to Parent                   $100.0     $100.0
                                            ======     ======

At December 31, 1996 and 1995, other indebtedness is primarily mortgage notes
assumed in connection with certain real estate investments with interest rates
ranging from 6.2% to 9.6%.

The weighted average interest rate on the commercial paper outstanding at
December 31, 1996 and 1995 was 5.56% and 6.06%, respectively, with maturities
ranging from 2 to 55 days at December 31, 1996.

The Company has unsecured revolving credit facilities with banks totaling $200.0
million for commercial paper back-up and general corporate purposes. At December
31, 1996, $15.9 million was borrowed under these facilities at an interest rate
of 5.8%. One of the facilities requires an annual commitment fee of 1/10%.

Principal payments required on notes and mortgages payable to unaffiliated
companies in each of the next five years and thereafter are as follows:

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


ReliaStar has loaned $100.0 million to ReliaStar Life under a surplus note. The
original note, dated April 1, 1989, was issued in connection with ReliaStar
Life's demutualization and was used to offset the surplus reduction related to
the cash distribution to the mutual policyholders in the demutualization. This
original note was replaced by a successor surplus note (the 1994 Note) dated
November 1, 1994. The 1994 Note provides, subject to the regulatory constraints
discussed below, that (i) it is a surplus note which will mature on September
15, 2003 with principal due at maturity, but payable without penalty, in whole
or in part before maturity; (ii) interest is at 6-5/8 % payable semi-annually;
and (iii) in the event that ReliaStar Life is in default in the payment of any
required interest or principal, ReliaStar Life cannot pay cash dividends on its
capital stock (all of which is owned directly by ReliaStar). The 1994 Note
further provides that there may be no payment of interest or principal without
the express approval of the Minnesota Department of Commerce.

Interest paid on debt was $9.3 million and $14.2 million for 1996 and 1995,
respectively.

NOTE 7. EMPLOYEE BENEFIT PLANS

PENSION PLANS
The Company has noncontributory defined benefit retirement plans covering
substantially all employees. The plans, which may be terminated as to accrual of
additional benefits at any time by the Board of Directors, provide benefits to
employees upon retirement.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)

The benefits under the plans are based on years of service and the employee's
compensation during the last five years of employment. The Company's policy is
to fund the minimum required contribution necessary to meet the present and
future obligations of the plans. Contributions are intended to provide not only
for benefits attributed to service to date but also for those expected to be
earned in the future. Contributions are made to a tax-exempt trust. Plan assets
consist principally of investments in stock and bond mutual funds, common stock
and corporate bonds. Included in plan assets are 616,491 shares of ReliaStar
common stock with a fair value of $35.6 million.

The Company and ReliaStar also have unfunded noncontributory defined benefit
plans providing for benefits to employees in excess of limits for qualified
retirement plans and for benefits to nonemployee members of the ReliaStar Board
of Directors.

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

                                                     DECEMBER 31
                                                  -----------------
                                                   1996       1995
                                                  ------     ------
                                                    (IN MILLIONS)
Service Cost -- Benefits Earned During the
 Year                                             $  3.8     $  3.4
Interest Cost on Projected Benefit Obligation       13.6       11.9
Actual Return on Plan Assets                       (23.0)     (33.7)
Net Amortization and Deferral                        8.4       19.1
                                                  ------     ------
 Net Periodic Pension Expense                     $  2.8     $   .7
                                                  ======     ======

The following table sets forth for ReliaStar and its subsidiaries the funded
status of the plans as of December 31:

<TABLE>
<CAPTION>
                                                          FUNDED PLANS            UNFUNDED PLANS
                                                      --------------------      ------------------
                                                        1996         1995        1996        1995
                                                      -------      -------      ------      ------ 
                                                                      (IN MILLIONS)
<S>                                                   <C>          <C>          <C>         <C>
Accumulated Benefit Obligation
 Vested                                               $(164.7)     $(157.1)     $(11.8)     $(10.7)
 Nonvested                                            $  (4.0)        (5.1)        (.5)       (1.2)
Effect of Projected Future Compensation Increases       (12.7)       (10.6)       (2.1)       (2.1)
                                                      -------      -------      ------      ------ 
Projected Benefit Obligation                           (181.4)      (172.8)      (14.4)      (14.0)
Plan Assets at Fair Value                               184.9        169.9          --          --
                                                      -------      -------      ------      ------ 
Plan Assets Greater (Less) Than Projected Benefit
 Obligation                                               3.5         (2.9)      (14.4)      (14.0)
Unrecognized Net Loss and Prior Service Cost             19.0         24.2         5.3         6.2
Unrecognized Transition Obligation (Asset)                (.4)         (.8)         --          .1
Additional Minimum Liability                               --           --        (3.5)       (4.2)
                                                      -------      -------      ------      ------ 
 Net Pension Asset (Liability)                        $  22.1      $  20.5      $(12.6)     $(11.9)
                                                      =======      =======      ======      ====== 
</TABLE>

The above amounts are for ReliaStar and its subsidiaries as the Company's
portion is not determinable. The net periodic pension expense relating to and
billed to ReliaStar was insignificant.

The projected benefit obligation was determined using an assumed discount rate
of 7.50% and 7.25% at January 1, 1997 and 1996, respectively, and a
weighted-average assumed long-term rate of compensation increase of 4.5%. The
assumed long-term rate of return on plan assets was 10%.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Company provides certain health care and life insurance benefits to retired
employees (and their eligible dependents). Substantially all of the Company's
employees will become eligible for those


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)

benefits if they meet specified age and service requirements and reach
retirement age while working for the Company, unless the plans are terminated or
amended. The postretirement health care plan is contributory, with retiree
contributions adjusted annually; the life insurance plan provides a flat amount
of noncontributory life benefits and optional contributory coverage.

During 1996, the Company amended its plans to reduce the level of benefits
provided to current and future retirees. The amendment resulted in a reduction
of the accumulated postretirement benefit obligation for ReliaStar and its
subsidiaries of approximately $9.9 million. The plan amendment will also reduce
current and future net periodic postretirement benefit costs as the unrecognized
prior service cost is amortized.

The Company's postretirement health care plans currently are not funded. The
accumulated postretirement benefit obligation (APBO) and the accrued
postretirement benefit liability were as follows:

                                                DECEMBER 31
                                              ---------------
                                              1996      1995
                                              -----     -----
                                               (IN MILLIONS)
Retirees                                      $ 7.3     $10.3
Fully Eligible Active Plan Participants          .9       4.5
Other Active Plan Participants                  1.6       4.9
                                              -----     -----
 Unfunded APBO                                  9.8      19.7
Unrecognized Prior Service Cost                 8.9        .1
Unrecognized Gain (Loss)                        1.5       (.3)
                                              -----     -----
 Accrued Postretirement Benefit Liability     $20.2     $19.5
                                              =====     =====

Net periodic postretirement benefit costs consisted of the following components:

                                               DECEMBER 31
                                              --------------
                                              1996      1995
                                              -----     ----
                                              (IN MILLIONS)
Service Cost -- Benefits Earned               $  .6     $1.2
Interest Cost on APBO                           1.0      1.3
Amortization of Prior Service Cost             (1.2)     (.1)
                                              -----     ----
Net Periodic Postretirement Benefit Costs     $  .4     $2.4
                                              =====     ====

The above amounts for 1996 are for ReliaStar and its subsidiaries as the
Company's portion is not determinable. Prior period amounts reflect the
Company's accrued postretirement benefit liability and net periodic
postretirement benefit costs.

The assumed health care cost trend rate used in measuring the APBO as of January
1, 1997 was 7.0%, decreasing gradually to 5.0% in the year 1999 and thereafter.
The assumed health care cost trend rate used in measuring the APBO as of January
1, 1996 was 10.0%, decreasing gradually to 5.0% in the year 2010 and thereafter.
The assumed discount rate used in determining the APBO was 7.50% and 7.25% at
January 1, 1997 and 1996, respectively. The assumed health care cost trend rate
has a significant effect on the amounts reported. For example, a
one-percentage-point increase in the assumed health care cost trend rate for
each year would increase the APBO as of December 31, 1996 by approximately $.3
million and 1996 net postretirement health care costs by approximately $.1
million.

SUCCESS SHARING PLAN AND ESOP
The Success Sharing Plan and ESOP (Success Sharing Plan) was designed to
increase employee ownership and reward employees when certain Company
performance objectives are met. Essentially all


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)

employees are eligible to participate in the Success Sharing Plan. The Success
Sharing Plan has both qualified and nonqualified components. The nonqualified
component is equal to 25% of the annual award and is paid in cash to employees.
The qualified component is equal to 75% of the annual award, with 25%
contributed to a deferred investment account and the remaining 50% contributed
to the ESOP portion of the Success Sharing Plan. Costs charged to expense for
the Success Sharing Plan were $9.4 million and $8.6 million in 1996 and 1995,
respectively.

STOCK-BASED COMPENSATION
Officers and key employees of the Company participate in stock-based
compensation plans of ReliaStar. ReliaStar applies Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its stock-based compensation plans.
Accordingly, the Company has recorded no compensation expense for these
stock-based compensation plans other than for restricted stock and
performance-based awards. Had compensation cost for ReliaStar's stock option
plans been determined based upon fair value at the grant date for awards under
these plans consistent with the optional accounting methodology prescribed under
SFAS No. 123, "Accounting for Stock-Based Compensation," ReliaStar's net income
would have been reduced by approximately $2.3 million and $.9 million for the
years ended December 31, 1996 and 1995, respectively. The pro forma effect on
net income for 1996 and 1995 is not representative of the pro forma effect on
net income in future years because it does not take into consideration pro forma
compensation expense related to grants prior to 1995. The fair value of the
options granted by ReliaStar during 1996 and 1995 is estimated as $9.45 and
$8.64, respectively, on the date of grant using a Black-Scholes option-pricing
model with the following assumptions regarding ReliaStar stock: dividend yield
2.0%, volatility ranging from .19% to .21%, risk-free interest rates of 5.1% to
5.3% for 1996 and 7.4% for 1995, and an expected life of 3.65 to 5.65 years. The
Company's portion of ReliaStar's pro forma impact on net income is not
determinable.

NOTE 8. RELATED PARTY TRANSACTIONS

The Company and ReliaStar have entered into agreements whereby ReliaStar and the
Company provide certain management, administrative, legal, and other services to
each other. The net amounts billed resulted in the Company making payments of
$28.3 million and $25.1 million to ReliaStar in 1996 and 1995, respectively.
During 1996 and 1995, the Company paid dividends of $61.1 million and $52.0
million, respectively to ReliaStar consisting of cash dividends totaling $54.0
million and $41.3 million and noncash dividends of $7.1 million and $10.7
million, respectively.

NOTE 9. SHAREHOLDER'S EQUITY

DIVIDEND RESTRICTIONS
The ability of ReliaStar Life to pay cash dividends to ReliaStar is restricted
by law or subject to approval of the insurance regulatory authorities of
Minnesota. These authorities recognize only statutory accounting practices for
the ability of an insurer to pay dividends to its shareholders.

Under Minnesota insurance law regulating the payment of dividends by ReliaStar
Life, any such payment must be an amount deemed prudent by ReliaStar Life's
Board of Directors and, unless otherwise approved by the Commissioner of the
Minnesota Department of Commerce (the Commissioner), must be paid solely from
the adjusted earned surplus of ReliaStar Life. Adjusted earned surplus means the
earned surplus as determined in accordance with statutory accounting practices
(unassigned funds) less 25% of the amount of such earned surplus which is
attributable to unrealized capital gains. Further, without approval of the
Commissioner, ReliaStar Life may not pay in any calendar year any dividend
which, when combined with other dividends paid within the preceding 12 months,
exceeds the greater of (i) 10% of ReliaStar Life's statutory surplus at the
prior year-end or (ii) 100% of ReliaStar Life's


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 9. SHAREHOLDER'S EQUITY (CONTINUED)

statutory net gain from operations (not including realized capital gains) for
the prior calendar year. For 1997, the amount of dividends which can be paid by
ReliaStar Life without Commissioner approval is $144.0 million.

STATUTORY SURPLUS AND NET INCOME
Net income of ReliaStar Life and its subsidiaries, as determined in accordance
with statutory accounting practices was $150.4 million and $97.8 million for
1996 and 1995, respectively. ReliaStar Life's statutory capital and surplus was
$783.4 million and $728.3 million at December 31, 1996 and 1995, respectively.

NOTE 10. REINSURANCE

The Company is a member of reinsurance associations established for the purpose
of ceding the excess of life insurance over retention limits. In addition, the
Life and Health Reinsurance Division of ReliaStar Life assumes and cedes
reinsurance on certain life and health risks as its primary business.
Reinsurance contracts do not relieve the Company from its obligations to
policyholders. Failure of reinsurers to honor their obligations could result in
losses to the Company; consequently, allowances are established for amounts
deemed uncollectible. The amount of the allowance for uncollectible reinsurance
receivables was immaterial at December 31, 1996 and 1995. The Company evaluates
the financial condition of its reinsurers and monitors concentrations of credit
risk to minimize its exposure to significant losses from reinsurer insolvencies.
The Company's retention limit is $500,000 per life for individual coverage and,
to the extent that ReliaStar Life reinsures life policies written by Northern
and Bankers Security, the limit is increased to $600,000 per life. For group
coverage and reinsurance assumed, the retention is $500,000 per life with per
occurrence limitations, subject to certain maximums. As of December 31, 1996,
$12.5 billion of life insurance in force was ceded to other companies. The
Company has assumed $38.5 billion of life insurance in force as of December 31,
1996 (including $33.3 billion of reinsurance assumed pertaining to Federal
Employees' Group Life Insurance and Servicemans' Group Life Insurance). Also
included in these amounts are $722.5 million of reinsurance ceded and $5.2
billion of reinsurance assumed by the Life and Health Reinsurance Division of
ReliaStar Life.

The effect of reinsurance on premiums and recoveries is as follows:

                               DECEMBER 31
                            ------------------
                             1996        1995
                            -------     ------
                               (IN MILLIONS)
Direct Premiums             $ 609.9     $643.8
Reinsurance Assumed           334.3      297.6
Reinsurance Ceded            (107.3)     (89.9)
                            -------     ------
  Net Premiums              $ 836.9     $851.5
                            =======     ======
 Reinsurance Recoveries     $  96.3     $ 80.4
                            =======     ======


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 11. LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
         EXPENSE

The change in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:

                                     DECEMBER 31
                                  -----------------
                                   1996       1995
                                  ------     ------
                                    (IN MILLIONS)
Balance at January 1              $369.4     $322.9
Less Reinsurance Recoverables       81.6       59.5
                                  ------     ------
Net Balance at January 1           287.8      263.4
Incurred Related to:
 Current Year                      223.5      273.1
 Prior Year                         (5.7)      (2.7)
                                  ------     ------
Total Incurred                     217.8      270.4
Paid Related to:
 Current Year                      127.8      157.0
 Prior Year                         97.1       89.0
                                  ------     ------
Total Paid                         224.9      246.0
Net Balance at December 31         280.7      287.8
Plus Reinsurance Recoverables      102.6       81.6
                                  ------     ------
 Balance at December 31           $383.3     $369.4
                                  ======     ======

The liability for unpaid accident and health claims and claim adjustment
expenses is included in Future Policy and Contract Benefits on the Consolidated
Balance Sheets.

NOTE 12. COMMITMENTS AND CONTINGENCIES

LITIGATION
The Company is a defendant in a number of lawsuits arising out of the normal
course of the business of the Company, some of which include claims for punitive
damages. In the opinion of management, the ultimate resolution of such
litigation will not result in any material adverse impact to the operations or
financial condition of the Company.

JOINT GROUP LIFE AND ANNUITY CONTRACTS
ReliaStar Life has issued certain participating group annuity and group life
insurance contracts jointly with another insurance company. ReliaStar Life has
entered into an arrangement with this insurer whereby ReliaStar Life will
gradually transfer these liabilities (approximately $281.9 million at December
31, 1996) to the other insurer over a ten-year period which commenced in 1993.
The terms of the arrangement specify the interest rate on the liabilities and
provide for a transfer of assets and liabilities scheduled in a manner
consistent with the expected cash flows of the assets allocated to support the
liabilities. A contingent liability exists with respect to the joint obligor's
portion of the contractual liabilities attributable to contributions received
prior to July 1, 1993 in the event the joint obligor is unable to meet its
obligations.

RESERVE INDEMNIFICATION AGREEMENT
In connection with the March 1992 sale of Chartwell Re Corporation (Chartwell),
the Company and the acquiring company entered into a separate reciprocal reserve
indemnification agreement with respect to the adequacy of the loss and loss
adjustment expense reserves of Chartwell. On June 28, 1996, a final settlement
of the reserve indemnification agreement was reached. The Company's previous
accruals for this liability were adequate.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Amounts previously charged against income for the reserve indemnification
agreement are presented as discontinued operations in the Consolidated
Statements of Income.

FINANCIAL INSTRUMENTS
The Company is a party to financial instruments with off-balance-sheet risk in
the normal course of business to reduce its exposure to fluctuations in interest
rates. These financial instruments include commitments to extend credit,
financial guarantees, futures contracts and interest rate swaps. Those
instruments involve, to varying degrees, elements of credit, interest rate or
liquidity risk in excess of the amount recognized in the Consolidated Balance
Sheets.

The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit and
financial guarantees written is represented by the contractual amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments. For futures
contracts and interest rate swap transactions, the contract or notional amounts
do not represent exposure to credit loss. For swaps, the Company's exposure to
credit loss is limited to those swaps where the Company has an unrealized gain.
For futures contracts, the Company has no exposure to credit risk as the
contracts are marked to market daily.

Unless otherwise noted, the Company does not require collateral or other
security to support financial instruments with credit risk.

<TABLE>
<CAPTION>
                                                                             CONTRACT OR NOTIONAL
                                                                                    AMOUNT
                                                                                 DECEMBER 31
                                                                             --------------------
                                                                               1996        1995
                                                                             --------    --------
                                                                                (IN MILLIONS)
<S>                                                                          <C>         <C>
Financial Instruments Whose Contract Amounts Represent Credit Risk
 Commitments to Extend Credit                                                $  181.6    $   82.6
 Financial Guarantees                                                            40.9        41.8
Financial Instruments Whose Notional or Contract Amounts Exceed the
 Amount of Credit Risk
 Futures Contracts                                                               76.6        80.4
 Interest Rate Swap Agreements                                                1,109.5     1,222.5
</TABLE>

COMMITMENTS TO EXTEND CREDIT -- Commitments to extend credit are legally binding
agreements to lend to a customer. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. They
generally may be terminated by the Company in the event of deterioration in the
financial condition of the borrower. Since some of the commitments are expected
to expire without being drawn upon, the total commitment amounts do not
necessarily represent future liquidity requirements. The Company evaluates each
customer's creditworthiness on a case-by-case basis.

FINANCIAL GUARANTEES -- Financial guarantees are conditional commitments issued
by the Company guaranteeing the performance of the borrower to a third party.
Those guarantees are primarily issued to support public and private commercial
mortgage borrowing arrangements. The credit risk involved is essentially the
same as that involved in issuing commercial mortgage loans.

ReliaStar Life is a partner in eight real estate joint ventures where it has
guaranteed the repayment of loans of the partnership. As of December 31, 1996,
ReliaStar Life had guaranteed repayment of $40.9 million ($41.8 million at
December 31, 1995) of such loans including the portion allocable to the PFA. If
any payments were made under these guarantees, ReliaStar Life would be allowed
to make a claim for repayment from the joint venture, foreclose on the assets of
the joint venture including its real estate investment and, in certain
instances, make a claim against the joint venture's general partner.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)

For certain of these partnerships, ReliaStar Life has made capital contributions
from time to time to provide the partnerships with sufficient cash to meet its
obligations, including operating expenses, tenant improvements and debt service.
Capital contributions during 1996 and 1995 were insignificant. Further capital
contributions are likely to be required in future periods for certain of the
joint ventures with the guarantees. The Company cannot predict the amount of
such future contributions.

FUTURES CONTRACTS -- Futures contracts are contracts for delayed delivery of
securities or money market instruments in which the seller agrees to make
delivery at a specified future date of a specified instrument, at a specified
price or yield. These contracts are entered into to manage interest rate risk as
part of the Company's asset and liability management. Risks arise from the
movements in securities values and interest rates.

INTEREST RATE SWAP AGREEMENTS -- The Company also enters into interest rate swap
agreements to manage interest rate exposure. The primary reason for the interest
rate swap agreements is to extend the duration of adjustable rate investments.
Interest rate swap transactions generally involve the exchange of fixed and
floating rate interest payment obligations without the exchange of the
underlying principal amounts. Changes in market interest rates impact income
from adjustable rate investments and have an opposite (and approximately
offsetting) effect on the reported income from the swap portfolio. The risks
under interest rate swap agreements are generally similar to those of futures
contracts. Notional principal amounts are often used to express the volume of
these transactions but do not represent the much smaller amounts potentially
subject to credit risk.

LEASES
The Company has operating leases for office space and certain computer
processing and other equipment. Rental expense for these items was $13.9 million
and $13.6 million for 1996 and 1995, respectively.

Future minimum aggregate rental commitments at December 31, 1996 for operating
leases were as follows:

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


NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1996 and 1995. Although management is
not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since that date; therefore, current estimates of
fair value may differ significantly from the amounts presented herein.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

FIXED MATURITY SECURITIES -- The estimated fair value disclosures for debt
securities satisfy the fair value disclosure requirements of SFAS No. 107
(see Note 4).

EQUITY SECURITIES -- Fair value equals carrying value as these securities are
carried at quoted market value.

MORTGAGE LOANS ON REAL ESTATE -- The fair values for mortgage loans on real
estate are estimated using discounted cash flow analyses, using interest rates
currently being offered in the marketplace for similar loans to borrowers with
similar credit ratings. Loans with similar characteristics are aggregated for
purposes of the calculations.

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

INTEREST RATE SWAPS -- The fair value for interest rate swaps was estimated
using discounted cash flow analyses. The discount rate was based upon rates
currently being offered for similar interest rate swaps available from similar
counterparties.

The carrying amounts and estimated fair values of the Company's financial
instruments as of December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                                                 1996                        1995
                                                        -----------------------     -----------------------
                                                        CARRYING        FAIR        CARRYING        FAIR
                                                         AMOUNT         VALUE        AMOUNT         VALUE
                                                        ---------     ---------     ---------     ---------
                                                                           (IN MILLIONS)
<S>                                                     <C>           <C>           <C>           <C>
Financial Instruments Recorded as Assets
  Fixed Maturity Securities                             $ 9,298.2     $ 9,298.2     $ 9,053.7     $ 9,053.7
  Equity Securities                                          36.9          36.9          35.9          35.9
  Mortgage Loans on Real Estate
   Commercial                                             1,359.6       1,391.9       1,465.0       1,525.8
   Residential and Other                                    495.8         507.4         483.4         496.1
  Policy Loans                                              549.0         549.0         499.8         499.8
  Cash and Short-Term Investments                           115.2         115.2         165.4         165.4
  Other Financial Instruments Recorded as Assets            534.7         534.7         503.3         503.3
Financial Instruments Recorded as Liabilities
  Investment Contracts
   Deferred Annuities                                    (6,970.9)     (6,547.9)     (6,704.9)     (6,285.6)
   GICs                                                     (74.7)       (102.0)       (115.0)       (148.6)
   Supplementary Contracts and Immediate  Annuities        (134.5)       (131.4)        (99.8)        (99.7)
   Other Investment Contracts                              (488.3)       (488.3)       (529.2)       (529.2)
  Claim and Other Deposit Funds                            (123.6)       (123.6)       (114.9)       (114.9)
  Notes and Mortgages Payable                              (169.8)       (170.4)       (243.6)       (244.4)
  Other Financial Instruments Recorded as
   Liabilities                                             (229.0)       (229.0)       (224.8)       (224.8)
Off-Balance Sheet Financial Instruments
  Financial Guarantees                                         --          (4.5)           --          (4.6)
  Interest Rate Swaps                                          --          10.8            --          42.7

</TABLE>

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's holdings of a particular financial
instrument. Because no market exists for a significant portion of the Company's
financial instruments, fair value estimates are based on judgments regarding
future expected loss experience, current economic conditions, risk
characteristics of various financial instruments and other factors. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial
instruments without attempting to estimate the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. In addition, the tax ramifications related to the
realization of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.

NOTE 14. SUBSEQUENT EVENT

On February 23, 1997, ReliaStar signed a definitive agreement to acquire and
merge Security-Connecticut Corporation (SRC) into ReliaStar. SRC is a holding
company with two primary subsidiaries: Security-Connecticut Life Insurance
Company of Avon, Connecticut, and Lincoln Security Life Insurance Company of
Brewster, New York. As of December 31, 1996, SRC had assets of $2.3 billion and
total shareholders' equity of $355 million. Completion of the merger is expected
in the second or third quarter


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 14. SUBSEQUENT EVENT (CONTINUED)

of 1997, and is subject to normal closing conditions, including approval by SRC
shareholders and various regulatory approvals. The acquisition will be accounted
for as a purchase and SRC's two life insurance company subsidiaries will be
contributed to the Company by ReliaStar.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET

                                  (IN MILLIONS)
                                   (UNAUDITED)

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

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

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

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                  (IN MILLIONS)
                                   (UNAUDITED)

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

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

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                  (IN MILLIONS)
                                   (UNAUDITED)

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

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

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

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

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

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

NOTE 2. ACQUISITION

On July 1, 1997, ReliaStar Financial Corp., the Company's parent (ReliaStar),
completed the acquisition of Security-Connecticut Corporation (SRC). SRC is a
holding company with two primary subsidiaries: Security-Connecticut Life
Insurance Company of Avon, Connecticut, and Lincoln Security Life Insurance
Company of Brewster, New York. As of December 31, 1996, SRC had assets of $2.3
billion and total shareholders' equity of $355 million. The acquisition will be
accounted for as a purchase and SRC's two life insurance company subsidiaries
will be contributed to the Company by ReliaStar.


<PAGE>


                                   APPENDIX A

                                THE FIXED ACCOUNT

The Fixed Account consists of all of our assets other than those in our separate
accounts. We have complete ownership and control of all of the assets of the
Fixed Account.

Because of exemptions and exclusions contained in the Securities Act of 1933 and
the Investment Company Act of 1940, the Fixed Account has not been registered
under these acts. Neither the Fixed Account nor any interest in it is subject to
the provisions of these acts and as a result the SEC has not reviewed the
disclosures in this Prospectus relating to the Fixed Account. However,
disclosures relating to the Fixed Account are subject to generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

We guarantee both principal and interest on amounts credited to the Fixed
Account. We credit interest at an effective annual rate of at least 4%,
independent of the investment experience of the Fixed Account. From time to
time, we may guarantee interest at a rate higher than 4%.

ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 4%
PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME THE RISK THAT
INTEREST CREDITED TO THE FIXED ACCOUNT MAY NOT EXCEED THE MINIMUM GUARANTEE OF
4% FOR A GIVEN YEAR.

We do not use a specific formula for determining excess interest credits.
However, we consider the following:

     *    General economic trends,

     *    Rates of return currently available on our investments,

     *    Rates of return anticipated in our investments, Regulatory and tax
          factors, and

     *    Competitive factors.

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

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

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

     *    The request to transfer must be postmarked no more than 30 days before
          the Policy Anniversary and no later than 30 days after the Policy
          Anniversary. Only one transfer is allowed during this period.

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

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

     *    You must transfer at least:

          -- $500, or

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

We make the Monthly Deduction from your Fixed Accumulation Value in proportion
to the total Accumulation Value of the Policy.

The Surrender Charge described in the Prospectus applies to the total
Accumulation Value, which includes the Fixed Accumulation Value. If the Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will be reduced by any applicable Surrender Charge, any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.


<PAGE>


                                   APPENDIX B

                        CALCULATION OF ACCUMULATION VALUE

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

VARIABLE ACCUMULATION VALUE

The Variable Accumulation Value is the total of your values in each Sub-Account.
The value for each Sub-Account is equal to:

A multiplied by B, where:

A
is your current number of Accumulation Units (described below).

B
is the current Unit Value (described below).

The Variable Accumulation Value will vary from Valuation Date to Valuation Date
(described below) reflecting changes in A and B 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 or the Mortality and
          Expense Risk Charge 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 A by B and then subtracting C from the
result,

(A / B) - C, where:

A
is the result of:

     *    the net asset value per share of the Fund shares in which the
          Sub-Account invests, determined at the end of the current Valuation
          Period;

     *    plus the per share amount of any dividend or capital gain
          distributions made on the Fund shares in which the Sub-Account invests
          during the current Valuation Period;

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


<PAGE>


B
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.

C
is a factor representing the Mortality and Expense Risk Charge deducted from the
Sub-Account (see "Deductions and Charges -- Charges Against the Variable
Account"), which factor is equal, on an annual basis, to .80 of 1% (.80%) of the
daily net asset value of the Sub-Account.

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:

A + B + C + D - E - F, where:

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

B
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.

C
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.

D
is the total of your Loan Amounts transferred from the Variable Account since
the preceding Monthly Anniversary.

E
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.

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

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

The minimum interest rate applied in the calculation of the Fixed Accumulation
Value is an effective annual rate of 4%. Interest in excess of the minimum rate
may be applied in the calculation of your Fixed Accumulation Value in a manner
which our Board of Directors determines.


<PAGE>


                                   APPENDIX C

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

The following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the Variable Account. In addition, the tables illustrate the levels of the
Surrender Charges which would be imposed if the Policy lapses or was surrendered
in the years indicated. The tables show how the Accumulation Values, Cash
Surrender Values, and Death Benefits of a Policy issued to an Insured of a given
Age (who pays the given Planned Periodic Premiums annually) would vary over time
if the investment return on the assets held in the Funds were a uniform, gross,
after-tax, annual rate of 0 percent, 6 percent, or 12 percent. The tables on
pages C-3 through C-14 illustrate a Policy issued to either a male Age 30 or a
male Age 45 (as indicated in each table), in a standard Rate Class, and
qualifying for the non-smoker rate. The Accumulation Values, Cash Surrender
Values, and Death Benefits would be lower if the Insured were in a substandard
Rate Class or did not qualify for the non-smoker discount 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.

The second column of the tables shows the accumulated value of the premiums paid
at the stated interest rate. The third and fourth 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
fifth and sixth columns illustrate the Surrender Charges that would apply if the
Policy was surrendered at the end of the designated period. The seventh and
eighth 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 0 in these illustrations)
and unpaid Monthly Deductions (also assumed to be 0 in these illustrations). The
last two columns illustrate the Death Benefit of a Policy over the designated
period. The third, fifth, seventh and ninth columns assume that throughout the
life of the Policy, the monthly charge for the cost of insurance is based upon
the current cost-of-insurance rates. The fourth, sixth, eighth and tenth columns
assume that the monthly charge for the cost of insurance is based on the maximum
level permitted under the Policy. These maximum allowable rates are based on
100% of the 1980 Commissioners Standard Ordinary Mortality Table. The death
benefit values also vary between tables depending upon whether the Level Amount
Death Benefit Option (Tables at pages C-3 through C-8) or the Variable Amount
Death Benefit Option (Tables at pages C-9 through C-14) 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 and charges made
against the Sub-Accounts. The values shown take into account the daily total
operating expenses paid by the portfolios of VIP and VIP II, the four funds of
Putnam Variable Trust, the five funds available through Northstar Variable
Trust, the four funds available through The Alger American Trust, the four funds
of the Janus Aspen Trust, the two funds of Neuberger&Berman Advisers Management
Trust and the four funds of the OCC Accumulation Trust, which together are
assumed to be at an average annual rate of 0.79% for all years. This figure is
derived based on an average of the Funds' (investment choices under the policy)
current operating expenses net of any limitations on such expenses paid by the
Funds. In addition, the daily charge to each Sub-Account for assuming mortality
and expense risks has been deducted (which is equivalent to a charge at an
annual rate of 0.79% of the average assets of the Sub-Accounts). After deduction
of these amounts, the illustrated gross annual investment rates of return of 0
percent, 6 percent, and 12 percent correspond to approximate net annual rates of
(1.59)%, 4.41%, and 10.41%, respectively. Hypothetical Cash Surrender Value,
Accumulation Values and the Death Benefit may be lower without the expense
reimbursement. Expense reimbursements are voluntary. While it is currently
anticipated that the expense reimbursements will be continued past the current
year, there is no assurance of ongoing reimbursement.
    

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


<PAGE>


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 Death
Benefits and values illustrated. (See section entitled "Federal Tax Matters" in
the Prospectus).

The tables illustrate the Policy values that would result based upon the
hypothetical investment 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, no
transfer charges incurred, and total operating expenses of the Funds continue as
anticipated. Actual results will depend on the expenses and performance of the
investment choice made by the owner.

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


<PAGE>


<TABLE>
<CAPTION>
                                       RELIASTAR LIFE INSURANCE COMPANY
                                   FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                             MALE ISSUE AGE: 30
                                                 NON-SMOKER
                                          $922.00 ANNUAL PREMIUM
                                           $100,000 FACE AMOUNT
                                        LEVEL DEATH BENEFIT OPTION

                                     ASSUMED HYPOTHETICAL GROSS ANNUAL
                                       INVESTMENT RATE OF RETURN: 0%

                                         GUARANTEED COSTS                                CURRENT COSTS
                          ------------------------------------------     ------------------------------------------
                          ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH
 POLICY    ACCUMULATED        VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT
  YEAR       PREMIUM         (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2)
 ------    -----------        -----            -----         -------         -----            -----         -------
<S>        <C>               <C>              <C>            <C>            <C>              <C>            <C>
    1            968            625                0         100,000*          650                0         100,000*
    2          1,985          1,236               61         100,000         1,287              111         100,000
    3          3,052          1,832              334         100,000         1,911              413         100,000
    4          4,173          2,412              914         100,000         2,522            1,024         100,000
    5          5,349          2,974            1,476         100,000         3,119            1,621         100,000
    6          6,585          3,517            2,169         100,000         3,701            2,353         100,000
    7          7,882          4,038            2,840         100,000         4,269            3,071         100,000
    8          9,245          4,537            3,488         100,000         4,822            3,773         100,000
    9         10,675          5,010            4,112         100,000         5,358            4,459         100,000
   10         12,177          5,457            4,708         100,000         5,876            5,127         100,000
   11         13,754          5,875            5,276         100,000         6,376            5,777         100,000
   12         15,409          6,263            5,813         100,000         6,857            6,408         100,000
   13         17,148          6,619            6,319         100,000         7,316            7,017         100,000
   14         18,973          6,941            6,791         100,000         7,752            7,602         100,000
   15         20,890          7,228            7,228         100,000         8,164            8,164         100,000
   20         32,011          8,084            8,084         100,000         9,810            9,810         100,000
  AGE
   60         64,320          5,043            5,043         100,000        10,065           10,065         100,000
   65         87,439              0                0               0         7,581            7,581         100,000
   70        116,946              0                0               0         2,158            2,158         100,000
   **

- ------------------------------
(1) Assumes a $922.00 premium (which exceeds the Annualized Minimum Monthly
    Premium) is paid at the beginning of each Policy Year. Values will be
    different if premiums are paid with a different frequency or in different
    amounts.

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

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

** Policy terminates prior to Age 75.

</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 30
                                                   NON-SMOKER
                                             $922.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                           LEVEL DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                          INVESTMENT RATE OF RETURN: 6%

                                        GUARANTEED COSTS                                CURRENT COSTS
                          ------------------------------------------     ------------------------------------------
                          ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH
 POLICY    ACCUMULATED        VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT
  YEAR       PREMIUM         (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2)
 ------    -----------        -----            -----         -------         -----            -----         -------
<S>        <C>               <C>              <C>            <C>            <C>              <C>            <C>
    1            968            670                0         100,000*           695                0        100,000*
    2          1,985          1,366              190         100,000          1,419              243        100,000
    3          3,052          2,086              588         100,000          2,172              674        100,000
    4          4,173          2,832            1,334         100,000          2,955            1,457        100,000
    5          5,349          3,603            2,105         100,000          3,768            2,270        100,000
    6          6,585          4,397            3,049         100,000          4,613            3,265        100,000
    7          7,882          5,214            4,016         100,000          5,490            4,292        100,000
    8          9,245          6,052            5,004         100,000          6,400            5,351        100,000
    9         10,675          6,912            6,013         100,000          7,343            6,444        100,000
   10         12,177          7,791            7,042         100,000          8,319            7,570        100,000
   11         13,754          8,689            8,089         100,000          9,330            8,730        100,000
   12         15,409          9,604            9,154         100,000         10,374            9,925        100,000
   13         17,148         10,536           10,236         100,000         11,453           11,153        100,000
   14         18,973         11,483           11,334         100,000         12,565           12,415        100,000
   15         20,890         12,447           12,447         100,000         13,711           13,711        100,000
   20         32,011         17,470           17,470         100,000         19,968           19,968        100,000
  AGE
   60         64,320         27,290           27,290         100,000         35,115           35,115        100,000
   65         87,439         30,597           30,597         100,000         43,962           43,962        100,000
   70        116,946         30,548           30,548         100,000         53,842           53,842        100,000
   75        154,606         22,438           22,438         100,000         64,777           64,777        100,000
   80        202,670              0                0         100,000         77,211           77,211        100,000
   85        264,013              0                0               0         94,518           94,518        100,000
   90        342,305              0                0               0        118,818          118,818        124,760
   95        442,227              0                0               0        149,149          149,149        150,641

- ------------------------------
(1) Assumes a $922.00 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.

</TABLE>

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


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 30
                                                   NON-SMOKER
                                             $922.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                           LEVEL DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                         INVESTMENT RATE OF RETURN: 12%

                                        GUARANTEED COSTS                                  CURRENT COSTS
                          ------------------------------------------      ------------------------------------------
                          ACCUMULATION    CASH SURRENDER       DEATH      ACCUMULATION    CASH SURRENDER       DEATH
 POLICY    ACCUMULATED        VALUE            VALUE          BENEFIT         VALUE            VALUE          BENEFIT
  YEAR       PREMIUMS        (1) (2)          (1) (2)         (1) (2)        (1) (2)          (1) (2)         (1) (2)
  ----       --------        -------          -------         -------        -------          -------         -------
<S>        <C>              <C>              <C>             <C>            <C>              <C>             <C>
    1            968              715                0         100,000*           741                3         100,000
    2          1,985            1,500              325         100,000          1,557              381         100,000
    3          3,052            2,362              864         100,000          2,456              958         100,000
    4          4,173            3,307            1,809         100,000          3,444            1,946         100,000
    5          5,349            4,343            2,845         100,000          4,533            3,035         100,000
    6          6,585            5,476            4,128         100,000          5,730            4,382         100,000
    7          7,882            6,716            5,517         100,000          7,048            5,849         100,000
    8          9,245            8,071            7,022         100,000          8,497            7,449         100,000
    9         10,675            9,553            8,654         100,000         10,092            9,194         100,000
   10         12,177           11,173           10,424         100,000         11,847           11,098         100,000
   11         13,754           12,943           12,344         100,000         13,777           13,178         100,000
   12         15,409           14,880           14,431         100,000         15,900           15,450         100,000
   13         17,148           17,001           16,701         100,000         18,236           17,936         100,000
   14         18,973           19,323           19,173         100,000         20,805           20,656         100,000
   15         20,890           21,869           21,869         100,000         23,633           23,633         100,000
   20         32,011           38,925           38,925         100,000         42,732           42,732         100,000
  AGE
   60         64,320          112,158          112,158         150,292        124,922          124,922         167,396
   65         87,439          184,813          184,813         225,473        207,157          207,157         252,732
   70        116,946          300,425          300,425         348,494        339,774          339,774         394,139
   75        154,606          485,895          485,895         519,908        554,471          554,471         593,285
   80        202,670          788,162          788,162         827,570        904,919          904,919         950,165
   85        264,013        1,262,556        1,262,556       1,325,684      1,463,981        1,463,981       1,537,181
   90        342,305        1,990,357        1,990,357       2,089,875      2,344,575        2,344,575       2,461,804
   95        442,227        3,167,035        3,167,035       3,198,706      3,775,962        3,775,962       3,813,722

- ------------------------------
(1) Assumes a $922.00 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.

</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 30
                                                   NON-SMOKER
                                             $922.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                          VARIABLE DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                          INVESTMENT RATE OF RETURN: 0%

                                        GUARANTEED COSTS                                CURRENT COSTS
                          ------------------------------------------     ------------------------------------------
                          ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH
 POLICY      PREMIUMS         VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT
  YEAR     ACCUMULATED       (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2)
  ----     -----------       -------          -------        -------        -------          -------        -------
<S>        <C>               <C>              <C>            <C>            <C>              <C>            <C>
    1            968            624                0         100,624*          648                0         100,649*
    2          1,985          1,233               57         101,233         1,284              108         101,284
    3          3,052          1,826              327         101,826         1,905              407         101,905
    4          4,173          2,401              902         102,401         2,511            1,013         102,511
    5          5,349          2,957            1,458         102,957         3,103            1,605         103,103
    6          6,585          3,492            2,143         103,492         3,679            2,311         103,679
    7          7,882          4,004            2,805         104,004         4,239            3,041         104,239
    8          9,245          4,491            3,442         104,491         4,783            3,734         104,783
    9         10,675          4,952            4,052         104,952         5,309            4,410         105,309
   10         12,177          5,383            4,634         105,383         5,816            5,067         105,816
   11         13,754          5,783            5,183         105,783         6,303            5,704         106,303
   12         15,409          6,150            5,700         106,150         6,768            6,319         106,768
   13         17,148          6,483            6,183         106,483         7,210            6,911         107,210
   14         18,973          6,778            6,628         106,778         7,627            7,477         107,627
   15         20,890          7,036            7,035         107,036         8,017            8,017         108,017
   20         32,011          7,686            7,686         107,686         9,506            9,506         109,506
  AGE
   60         64,320          3,954            3,954         103,954         9,111            9,111         109,111
   65         87,439              0                0               0         6,121            6,121         106,121
   70        116,946              0                0               0           304              304         100,304
   **

- ------------------------------
(1) Assumes a $922.00 premium (which exceeds the annualized Minimum Monthly
    Premium) is paid at the beginning of each Policy year. Values will be
    different if premiums are paid with a different frequency or in different
    amounts.

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

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

** Policy terminates prior to Age 75.

</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 30
                                                   NON-SMOKER
                                             $922.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                          VARIABLE DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                          INVESTMENT RATE OF RETURN: 6%

                                        GUARANTEED COSTS                                CURRENT COSTS
                          ------------------------------------------     ------------------------------------------
                          ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH
 POLICY      PREMIUMS         VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT
  YEAR     ACCUMULATED       (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2)
  ----     -----------       -------          -------        -------        -------          -------        -------
<S>        <C>               <C>              <C>            <C>            <C>              <C>            <C>
    1            968            669                0         100,669*          694                0         100,694*
    2          1,985          1,362              186         101,362         1,416              240         101,416
    3          3,052          2,078              580         102,078         2,165              667         102,165
    4          4,173          2,818            1,320         102,818         2,942            1,444         102,942
    5          5,349          3,580            2,082         103,580         3,749            2,251         103,749
    6          6,585          4,364            3,015         104,364         4,585            3,236         104,585
    7          7,882          5,167            3,968         105,167         5,450            4,252         105,450
    8          9,245          5,988            4,939         105,988         6,346            5,297         106,346
    9         10,675          6,826            5,926         106,826         7,272            6,373         107,272
   10         12,177          7,678            6,929         107,678         8,227            7,478         108,228
   11         13,754          8,543            7,943         108,543         9,213            8,614         109,213
   12         15,409          9,418            8,968         109,418        10,228            9,778         110,228
   13         17,148         10,302           10,002         110,302        11,271           10,971         111,271
   14         18,973         11,192           11,042         111,192        12,341           12,191         112,341
   15         20,890         12,087           12,087         112,087        13,438           13,438         113,438
   20         32,011         16,549           16,549         116,549        19,279           19,279         119,279
  AGE
   60         64,320         22,833           22,833         122,833        31,704           31,704         131,704
   65         87,439         21,736           21,736         121,736        36,892           36,892         136,892
   70        116,946         13,982           13,982         113,982        39,795           39,795         139,795
   75        154,606              0                0               0        37,232           37,232         137,232
   80        202,670              0                0               0        23,190           23,190         123,190
   **

- ------------------------------
(1) Assumes a $922.00 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.

</TABLE>

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


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 30
                                                   NON-SMOKER
                                             $922.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                          VARIABLE DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                         INVESTMENT RATE OF RETURN: 12%

                                        GUARANTEED COSTS                                  CURRENT COSTS
                          ------------------------------------------     ------------------------------------------
                          ACCUMULATION    CASH SURRENDER       DEATH      ACCUMULATION    CASH SURRENDER       DEATH
 POLICY      PREMIUMS         VALUE            VALUE          BENEFIT         VALUE            VALUE          BENEFIT
  YEAR     ACCUMULATED       (1) (2)          (1) (2)         (1) (2)        (1) (2)          (1) (2)         (1) (2)
  ----     -----------       -------          -------         -------        -------          -------         -------
<S>        <C>              <C>              <C>             <C>            <C>              <C>             <C>
    1            968              714                0         100,714*           740                2         100,740
    2          1,985            1,496              320         101,496          1,553              377         101,553
    3          3,052            2,353              855         102,353          2,447              949         102,447
    4          4,173            3,290            1,792         103,290          3,429            1,931         103,429
    5          5,349            4,315            2,816         104,315          4,508            3,010         104,509
    6          6,585            5,433            4,085         105,433          5,693            4,345         105,693
    7          7,882            6,652            5,453         106,652          6,994            5,795         106,994
    8          9,245            7,981            6,931         107,981          8,422            7,373         108,422
    9         10,675            9,427            8,528         109,427          9,989            9,090         109,989
   10         12,177           11,001           10,252         111,001         11,708           10,959         111,708
   11         13,754           12,713           12,113         112,713         13,593           12,993         113,593
   12         15,409           14,574           14,124         114,574         15,659           15,210         115,659
   13         17,148           16,599           16,299         116,599         17,924           17,625         117,924
   14         18,973           18,801           18,651         118,801         20,405           20,255         120,405
   15         20,890           21,196           21,196         121,196         23,123           23,123         123,123
   20         32,011           36,761           36,761         136,761         41,138           41,138         141,138
  AGE
   60         64,320           96,466           96,466         196,466        114,350          114,350         214,350
   65         87,439          150,945          150,945         250,945        185,045          185,045         285,045
   70        116,946          233,058          233,058         333,058        297,009          297,009         397,009
   75        154,606          356,181          356,181         456,181        473,851          473,851         573,851
   80        202,670          539,507          539,507         639,507        751,944          751,944         851,944
   85        264,013          814,190          814,190         914,190      1,191,576        1,191,576       1,291,576
   90        342,305        1,227,267        1,227,267       1,327,267      1,891,159        1,891,159       1,991,159
   95        442,227        1,859,636        1,859,636       1,959,636      3,014,027        3,014,027       3,114,027

- ------------------------------
(1) Assumes a $922.00 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.

</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 45
                                                   NON-SMOKER
                                            $1,925.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                           LEVEL DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                          INVESTMENT RATE OF RETURN: 0%

                                        GUARANTEED COSTS                                CURRENT COSTS
             PREMIUMS     ------------------------------------------     -----------------------------------------
           ACCUMULATED    ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH
 POLICY       AT 5%           VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT
  YEAR       INTEREST        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2)
  ----       --------        -------          -------        -------        -------          -------        -------
<S>          <C>             <C>              <C>            <C>            <C>              <C>            <C>
    1          2,021          1,275                0         100,000*        1,432               68         100,000
    2          4,144          2,497              219         100,000         2,822              543         100,000
    3          6,372          3,668              716         100,000         4,169            1,217         100,000
    4          8,712          4,785            1,833         100,000         5,472            2,520         100,000
    5         11,169          5,845            2,893         100,000         6,729            3,777         100,000
    6         13,748          6,846            4,189         100,000         7,939            5,283         100,000
    7         16,457          7,781            5,419         100,000         9,100            6,738         100,000
    8         19,301          8,644            6,578         100,000        10,209            8,143         100,000
    9         22,287          9,430            7,659         100,000        11,265            9,494         100,000
   10         25,423         10,133            8,657         100,000        12,266           10,790         100,000
   11         28,715         10,747            9,567         100,000        13,209           12,028         100,000
   12         32,173         11,271           10,385         100,000        14,092           13,207         100,000
   13         35,802         11,699           11,109         100,000        14,915           14,325         100,000
   14         39,614         12,028           11,733         100,000        15,673           15,377         100,000
   15         43,616         12,249           12,249         100,000        16,361           16,361         100,000
   20         66,835         11,227           11,227         100,000        18,505           18,505         100,000
  AGE
   75        134,290              0                0               0        12,968           12,968         100,000
   **

- ------------------------------
(1) Assumes a $1,925.00 premium (which exceeds the annualized Minimum Monthly
    Premium) is paid at the beginning of each Policy Year. Values will be
    different if premiums are paid with a different frequency or in different
    amounts.

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

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

**  Policy terminates prior to Age 80.

</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 45
                                                   NON-SMOKER
                                            $1,925.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                           LEVEL DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                          INVESTMENT RATE OF RETURN: 6%

                                       GUARANTEED COSTS                                CURRENT COSTS
             PREMIUMS     -----------------------------------------     ------------------------------------------
           ACCUMULATED    ACCUMULATION    CASH SURRENDER      DEATH     ACCUMULATION    CASH SURRENDER      DEATH
 POLICY       AT 5%           VALUE            VALUE         BENEFIT        VALUE            VALUE         BENEFIT
  YEAR       INTEREST        (1) (2)          (1) (2)        (1) (2)       (1) (2)          (1) (2)        (1) (2)
  ----       --------        -------          -------        -------       -------          -------        -------
<S>          <C>             <C>              <C>            <C>           <C>              <C>            <C>
    1          2,021          1,367                3         100,000         1,530              166        100,000
    2          4,144          2,763              484         100,000         3,108              829        100,000
    3          6,372          4,188            1,236         100,000         4,735            1,783        100,000
    4          8,712          5,642            2,690         100,000         6,412            3,460        100,000
    5         11,169          7,122            4,170         100,000         8,139            5,187        100,000
    6         13,748          8,627            5,970         100,000         9,916            7,259        100,000
    7         16,457         10,152            7,790         100,000        11,745            9,383        100,000
    8         19,301         11,693            9,627         100,000        13,626           11,559        100,000
    9         22,287         13,245           11,474         100,000        15,559           13,787        100,000
   10         25,423         14,804           13,328         100,000        17,545           16,069        100,000
   11         28,715         16,366           15,185         100,000        19,586           18,406        100,000
   12         32,173         17,931           17,045         100,000        21,685           20,799        100,000
   13         35,802         19,496           18,905         100,000        23,842           23,252        100,000
   14         39,614         21,059           20,764         100,000        26,060           25,764        100,000
   15         43,616         22,671           22,617         100,000        28,338           28,338        100,000
   20         66,835         29,986           29,986         100,000        40,662           40,662        100,000
  AGE
   75        134,290         37,087           37,087         100,000        72,633           72,633        100,000
   80        182,560         26,874           26,874         100,000        96,142           96,142        100,949
   85        244,167              0                0               0       127,189          127,189        133,549
   90        322,794              0                0               0       163,635          163,635        171,818
   95        423,145              0                0               0       209,034          209,034        211,125

- ------------------------------
(1) Assumes a $1,925.00 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.

</TABLE>

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


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 45
                                                   NON-SMOKER
                                            $1,925.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                           LEVEL DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                         INVESTMENT RATE OF RETURN: 12%

                                        GUARANTEED COSTS                                  CURRENT COSTS
             PREMIUMS     ------------------------------------------      -------------------------------------------
           ACCUMULATED    ACCUMULATION    CASH SURRENDER       DEATH      ACCUMULATION    CASH SURRENDER       DEATH
 POLICY       AT 5%           VALUE            VALUE          BENEFIT         VALUE            VALUE          BENEFIT
  YEAR       INTEREST        (1) (2)          (1) (2)         (1) (2)        (1) (2)          (1) (2)         (1) (2)
  ----       --------        -------          -------         -------        -------          -------         -------
<S>          <C>            <C>              <C>             <C>            <C>              <C>             <C>
    1          2,021            1,461               96         100,000          1,628              264         100,000
    2          4,144            3,041              762         100,000          3,406            1,127         100,000
    3          6,372            4,754            1,802         100,000          5,349            2,397         100,000
    4          8,712            6,612            3,660         100,000          7,473            4,521         100,000
    5         11,169            8,629            5,677         100,000          9,797            6,845         100,000
    6         13,748           10,819            8,162         100,000         12,339            9,682         100,000
    7         16,457           13,196           10,835         100,000         15,124           12,762         100,000
    8         19,301           15,779           13,712         100,000         18,176           16,110         100,000
    9         22,287           18,585           16,814         100,000         21,524           19,753         100,000
   10         25,423           21,638           20,162         100,000         25,202           23,726         100,000
   11         28,715           24,967           23,786         100,000         29,246           28,065         100,000
   12         32,173           28,606           27,720         100,000         33,699           32,814         100,000
   13         35,802           32,594           32,004         100,000         38,611           38,021         100,000
   14         39,614           36,978           36,683         100,000         44,036           43,741         100,000
   15         43,616           41,809           41,809         100,000         50,037           50,037         100,000
   20         66,835           75,147           75,147         100,000         91,534           91,534         111,672
  AGE
   75        134,290          222,362          222,362         237,928        269,855          269,855         288,745
   80        182,560          370,086          370,086         388,590        449,692          449,692         472,177
   85        244,167          602,108          602,108         632,214        736,696          736,696         773,531
   90        322,794          958,335          958,335       1,006,252      1,188,919        1,188,919       1,248,366
   95        423,145        1,534,118        1,534,118       1,549,459      1,923,908        1,923,908       1,943,148

- ------------------------------
(1) Assumes a $1,925.00 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.

</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 45
                                                   NON-SMOKER
                                            $1,925.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                          VARIABLE DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                          INVESTMENT RATE OF RETURN: 0%

                                        GUARANTEED COSTS                                  CURRENT COSTS
             PREMIUMS     ------------------------------------------      -------------------------------------------
           ACCUMULATED    ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH
 POLICY       AT 5%           VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT
  YEAR       INTEREST        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2)
  ----       --------        -------          -------        -------        -------          -------        -------
<S>          <C>             <C>              <C>            <C>            <C>              <C>            <C>
    1          2,021          1,268                0         101,268*        1,427               63         101,427
    2          4,144          2,476              197         102,476         2,807              528         102,807
    3          6,372          3,625              673         103,625         4,138            1,186         104,138
    4          8,712          4,713            1,760         104,713         5,420            2,468         105,420
    5         11,169          5,734            2,782         105,734         6,648            3,696         106,648
    6         13,748          6,686            4,029         106,686         7,822            5,165         107,822
    7         16,457          7,561            5,199         107,561         8,937            6,576         108,937
    8         19,301          8,353            6,286         108,353         9,993            7,926         109,993
    9         22,287          9,054            7,282         109,054        10,984            9,213         110,984
   10         25,423          9,656            8,179         109,656        11,908           10,432         111,908
   11         28,715         10,155            8,974         110,155        12,762           11,581         112,762
   12         32,173         10,546            9,660         110,546        13,543           12,658         113,543
   13         35,802         10,826           10,235         110,826        14,249           13,659         114,249
   14         39,614         10,989           10,693         110,989        14,874           14,578         114,874
   15         43,616         11,026           11,026         111,026        15,411           15,411         115,411
   20         66,835          8,828            8,828         108,828        16,480           16,480         116,480
  AGE
   75        134,290              0                0               0         7,096            7,096         107,096
   **

- ------------------------------
(1) Assumes a $1,925.00 premium (which exceeds the annualized Minimum Monthly
    Premium) is paid at the beginning of each Policy Year. Values will be
    different if premiums are paid with a different frequency or in different
    amounts.

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

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

**  Policy terminates prior to Age 80.

</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACUTAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 45
                                                   NON-SMOKER
                                            $1,925.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                          VARIABLE DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                          INVESTMENT RATE OF RETURN: 6%

                                        GUARANTEED COSTS                                  CURRENT COSTS
             PREMIUMS     ------------------------------------------      -------------------------------------------
           ACCUMULATED    ACCUMULATION    CASH SURRENDER      DEATH      ACCUMULATION    CASH SURRENDER      DEATH
 POLICY       AT 5%           VALUE            VALUE         BENEFIT         VALUE            VALUE         BENEFIT
  YEAR       INTEREST        (1) (2)          (1) (2)        (1) (2)        (1) (2)          (1) (2)        (1) (2)
  ----       --------        -------          -------        -------        -------          -------        -------
<S>          <C>             <C>              <C>            <C>            <C>              <C>            <C>
    1          2,021          1,360                0         101,360*        1,525              160         101,525
    2          4,144          2,740              461         102,740         3,091              813         103,091
    3          6,372          4,139            1,186         104,139         4,700            1,748         104,700
    4          8,712          5,555            2,602         105,555         6,349            3,397         106,349
    5         11,169          6,983            4,030         106,983         8,038            5,086         108,038
    6         13,748          8,419            5,762         108,419         9,764            7,107         109,764
    7         16,457          9,855            7,493         109,855        11,526            9,164         111,526
    8         19,301         11,282            9,215         111,282        13,322           11,255         113,322
    9         22,287         12,691           10,919         112,691        15,148           13,377         115,148
   10         25,423         14,073           12,596         114,073        17,002           15,526         117,002
   11         28,715         15,418           14,237         115,418        18,880           17,699         118,880
   12         32,173         16,720           15,834         116,720        20,780           19,895         120,780
   13         35,802         17,971           17,380         117,971        22,699           22,109         122,699
   14         39,614         19,161           18,865         119,161        24,630           24,335         124,630
   15         43,616         20,276           20,276         120,276        26,567           26,567         126,567
   20         66,835         23,996           23,996         123,996        35,950           35,950         135,950
  AGE
   75        134,290          9,718            9,718         109,718        47,963           47,963         147,963
   80        182,560              0                0               0        41,956           41,956         141,956
   85        244,167              0                0               0        19,063           19,063         119,063
   **

- ------------------------------
(1) Assumes a $1,925.00 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.

</TABLE>

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


<PAGE>


<TABLE>
<CAPTION>
                                        RELIASTAR LIFE INSURANCE COMPANY
                                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

                                               MALE ISSUE AGE: 45
                                                   NON-SMOKER
                                            $1,925.00 ANNUAL PREMIUM
                                              $100,000 FACE AMOUNT
                                          VARIABLE DEATH BENEFIT OPTION

                                        ASSUMED HYPOTHETICAL GROSS ANNUAL
                                         INVESTMENT RATE OF RETURN: 12%

                                        GUARANTEED COSTS                                  CURRENT COSTS
             PREMIUMS     ------------------------------------------      -------------------------------------------
           ACCUMULATED    ACCUMULATION    CASH SURRENDER      DEATH     ACCUMULATION    CASH SURRENDER      DEATH
 POLICY       AT 5%           VALUE            VALUE         BENEFIT        VALUE            VALUE         BENEFIT
  YEAR       INTEREST        (1) (2)          (1) (2)        (1) (2)       (1) (2)          (1) (2)        (1) (2)
  ----       --------        -------          -------        -------       -------          -------        -------
<S>          <C>             <C>              <C>            <C>          <C>              <C>            <C>
    1          2,021           1,453               88        101,453          1,623              258        101,623
    2          4,144           3,015              736        103,015          3,388            1,109        103,388
    3          6,372           4,697            1,745        104,697          5,308            2,356        105,308
    4          8,712           6,508            3,556        106,508          7,398            4,446        107,398
    5         11,169           8,456            5,504        108,456          9,672            6,720        109,672
    6         13,748          10,550            7,893        110,550         12,143            9,487        112,143
    7         16,457          12,797           10,434        112,797         14,831           12,469        114,831
    8         19,301          15,203           13,136        115,203         17,752           15,686        117,752
    9         22,287          17,776           16,004        117,776         20,928           19,157        120,928
   10         25,423          20,524           19,048        120,524         24,380           22,904        124,380
   11         28,715          23,459           22,278        123,459         28,132           26,951        128,132
   12         32,173          26,594           25,708        126,594         32,212           31,327        132,212
   13         35,802          29,942           29,351        129,942         36,650           36,060        136,650
   14         39,614          33,520           33,224        133,520         41,475           41,180        141,475
   15         43,616          37,340           37,340        137,340         46,721           46,721        146,721
   20         66,835          60,371           60,370        160,371         80,531           80,531        180,531
  AGE
   75        134,290         129,059          129,059        229,059        209,320          209,320        309,320
   80        182,560         172,728          172,728        272,728        323,953          323,953        423,953
   85        244,167         217,370          217,370        317,370        494,717          494,717        594,717
   90        322,794         250,809          250,809        350,809        751,578          751,578        851,578
   95        423,145         255,315          255,315        355,315      1,144,661        1,144,661      1,244,661

- ------------------------------
(1) Assumes a $1,925.00 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.

</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACUTAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.


<PAGE>


                                   APPENDIX D

<TABLE>
<CAPTION>
                   MAXIMUM CONTINGENT DEFERRED ADMINISTRATIVE
                        CHARGES PER $1,000 OF FACE AMOUNT


INSURED'S AGE AT POLICY DATE OR EFFECTIVE DATE    CHARGE PER $1,000 OF FACE AMOUNT (INITIAL
    OF REQUESTED INCREASE, AS APPROPRIATE        FACE AMOUNT OR AMOUNT OF REQUESTED INCREASE)
- ----------------------------------------------    -----------------------------------------
    <S>                                          <C>
                     0-20                                            $2.00
                      21                                              2.10
                      22                                              2.20
                      23                                              2.30
                      24                                              2.40
                      25                                              2.50
                      26                                              2.60
                      27                                              2.70
                      28                                              2.80
                      29                                              2.90
                      30                                              3.00
                      31                                              3.10
                      32                                              3.20
                      33                                              3.30
                      34                                              3.40
                      35                                              3.50
                      36                                              3.60
                      37                                              3.70
                      38                                              3.80
                      39                                              3.90
                      40                                              4.00
                      41                                              4.10
                      42                                              4.20
                      43                                              4.30
                      44                                              4.40
                      45                                              4.50
                      46                                              4.60
                      47                                              4.70
                      48                                              4.80
                      49                                              4.90
                      50                                              5.00
                      51                                              5.20
                      52                                              5.40
                      53                                              5.60
                      54                                              5.80
                      55                                              6.00
                      56                                              6.20
                      57                                              6.40
                      58                                              6.60
                      59                                              6.80
                     60-75                                            7.00
</TABLE>


<PAGE>


                                   APPENDIX E

<TABLE>
<CAPTION>
                    MAXIMUM CONTINGENT DEFERRED SALES CHARGES
                            PER $1,000 OF FACE AMOUNT


                             CHARGE PER $1,000
                                  OF FACE                                       CHARGE PER $1,000 OF
 INSURED'S AGE AT POLICY      AMOUNT (INITIAL       INSURED'S AGE AT POLICY             FACE
 DATE OR EFFECTIVE DATE            FACE                      DATE               AMOUNT (INITIAL FACE
            OF              AMOUNT OR AMOUNT OF      OR EFFECTIVE DATE OF        AMOUNT OR AMOUNT OF
INCREASE, AS APPROPRIATE    REQUESTED INCREASE)    INCREASE, AS APPROPRIATE      REQUESTED INCREASE)
- ------------------------    -------------------    ------------------------      -------------------
<S>                         <C>         <C>                   <C>                <C>         <C>
                              Male      Female                                    Male       Female
             0                $3.84      $3.06                38                  $17.60      $14.00
             1                 3.86       3.09                39                   18.49       14.67
             2                 3.99       3.18                40                   19.43       15.37
             3                 4.12       3.28                41                   20.43       16.13
             4                 4.26       3.40                42                   21.48       16.91
             5                 4.42       3.52                43                   22.60       17.73
             6                 4.58       3.65                44                   23.77       18.59
             7                 4.77       3.78                45                   25.02       19.50
             8                 4.96       3.92                46                   26.33       20.44
             9                 5.16       4.06                47                   27.72       21.46
            10                 5.38       4.23                48                   29.21       22.52
            11                 5.61       4.40                49                   30.78       23.66
            12                 5.85       4.58                50                   32.46       24.85
            13                 6.09       4.77                51                   33.97       26.11
            14                 6.34       4.96                52                   35.15       27.46
            15                 6.60       5.16                53                   36.41       28.88
            16                 6.85       5.36                54                   37.74       30.28
            17                 7.11       5.59                55                   39.15       31.21
            18                 7.37       5.82                56                   40.64       32.19
            19                 7.64       6.05                57                   42.21       33.24
            20                 7.91       6.30                58                   43.90       34.38
            21                 8.21       6.56                59                   44.75       35.61
            22                 8.52       6.83                60                   44.29       36.95
            23                 8.86       7.13                61                   44.02       38.60
            24                 9.23       7.43                62                   43.75       40.37
            25                 9.62       7.76                63                   43.47       42.24
            26                10.03       8.09                64                   43.18       44.00
            27                10.47       8.46                65                   42.86       43.60
            28                10.94       8.84                66                   42.54       43.16
            29                11.45       9.24                67                   42.22       42.70
            30                11.98       9.65                68                   41.91       42.23
            31                12.55      10.11                69                   41.63       41.78
            32                13.15      10.58                70                   41.39       41.36
            33                13.79      11.07                71                   41.18       40.96
            34                14.46      11.59                72                   40.99       40.58
            35                15.18      12.15                73                   40.80       40.20
            36                15.95      12.74                74                   40.57       39.79
            37                16.74      13.35                75                   40.31       39.35
</TABLE>


<PAGE>


                                   APPENDIX F

              SURRENDER CHARGE GUIDELINE PER $1,000 OF FACE AMOUNT

The following table provides the Surrender Charge Guideline factors that are
used in determining the Sales Charge Refund during the first two Policy Years or
the first two years following a requested increase in Face Amount (see section
entitled "Sales Charge Refund" in Prospectus). The Surrender Charge Guideline
factors are based upon the provisions of Rule 6e-3(T) adopted by the Securities
and Exchange Commission.

<TABLE>
<CAPTION>
                             SURRENDER CHARGE                                   SURRENDER CHARGE
                              PER GUIDELINE                                         GUIDELINE
                            PER $1,000 OF FACE                                 PER $1,000 OF FACE
                                  AMOUNT                                             AMOUNT
 INSURED'S AGE AT POLICY      (INITIAL FACE        INSURED'S AGE AT POLICY     (INITIAL FACEAMOUNT
 DATE OR EFFECTIVE DATE      AMOUNT OR AMOUNT               DATE                    OR AMOUNT
            OF                 OF REQUESTED         OR EFFECTIVE DATE OF          OF REQUESTED
INCREASE, AS APPROPRIATE        INCREASE)         INCREASE, AS APPROPRIATE          INCREASE)
- ------------------------    -----------------     ------------------------          ---------
<S>                         <C>        <C>                   <C>               <C>         <C>
                             Male      Female                                    Male      Female
             0              $ 2.96     $ 2.36                38                $ 13.54     $10.77
             1                2.97       2.38                39                  14.23      11.29
             2                3.07       2.45                40                  14.95      11.83
             3                3.17       2.53                41                  15.72      12.41
             4                3.28       2.62                42                  16.53      13.01
             5                3.40       2.71                43                  17.39      13.64
             6                3.53       2.81                44                  18.29      14.30
             7                3.67       2.91                45                  19.25      15.00
             8                3.82       3.02                46                  20.26      15.73
             9                3.97       3.13                47                  21.33      16.51
            10                4.14       3.26                48                  22.47      17.33
            11                4.32       3.39                49                  23.68      18.20
            12                4.50       3.53                50                  24.97      19.12
            13                4.69       3.67                51                  26.33      20.09
            14                4.88       3.82                52                  27.78      21.13
            15                5.08       3.97                53                  29.32      22.22
            16                5.27       4.13                54                  30.96      23.37
            17                5.47       4.30                55                  32.69      24.60
            18                5.67       4.48                56                  34.53      25.91
            19                5.88       4.66                57                  36.49      27.30
            20                6.09       4.85                58                  38.57      28.80
            21                6.32       5.05                59                  40.80      30.42
            22                6.56       5.26                60                  43.18      32.16
            23                6.82       5.49                61                  45.72      34.04
            24                7.10       5.72                62                  48.44      36.07
            25                7.40       5.97                63                  51.35      38.24
            26                7.72       6.23                64                  54.44      40.57
            27                8.06       6.51                65                  57.74      43.07
            28                8.42       6.80                66                  61.27      45.74
            29                8.81       7.11                67                  65.04      48.63
            30                9.22       7.43                68                  69.10      51.77
            31                9.66       7.78                69                  73.46      55.19
            32               10.12       8.14                70                  78.17      58.95
            33               10.61       8.52                71                  83.23      63.06
            34               11.13       8.92                72                  88.67      67.55
            35               11.68       9.35                73                  94.48      72.44
            36               12.27       9.80                74                 100.65      77.73
            37               12.88      10.27                75                 107.20      83.45
</TABLE>


<PAGE>







[LOGO]
RELIASTAR

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


<PAGE>


                                  UNDERTAKINGS

RULE 484 UNDERTAKING

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


<PAGE>


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

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


<PAGE>


                                  SIGNATURES

   
Pursuant to the requirements of the Securities Act of 1933, Registrant,
Select*Life Variable Account, certifies that it meets all of the requirements
for effectiveness of this Post-Effective Amendment No. 20 to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Post-Effictive Amendment No. 20 to the Registration
Statement to be signed on its behalf, in the City of Minneapolis, and State
of Minnesota, on the 18th day of July, 1997.
    

                                   SELECT*LIFE VARIABLE ACCOUNT
                                    (Registrant)

                                   By: RELIASTAR LIFE INSURANCE COMPANY
                                        (Depositor)

                                   By ___________________________________
                                      John G. Turner, Chairman
                                      and Chief Executive Officer

   
Pursuant to the Requirements of the Securities Act of 1933, Depositor has
caused this Post-Effective Amendment No. 20 to the Registration Statement to
be signed on its behalf, in the City of Minneapolis, State of Minnesota, on
this 18th day of July, 1997.
    

                                   RELIASTAR LIFE INSURANCE COMPANY
                                    (Depositor)

                                   By ___________________________________
                                      John G. Turner, Chairman
                                      and Chief Executive Officer

   
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 20 to the Registration Statement has been signed
on this 18th day of July, 1997 by the following directors and officers of
Depositor in the capacities indicated:
    

        SIGNATURE                                   TITLE

_______________________    Chairman and Chief Executive Officer
 John G. Turner

_______________________    Senior Vice President and Chief Financial Officer
 Wayne R. Huneke

_______________________    Second Vice President and Controller
 Chris D. Schreier         (Principal Accounting Officer)


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

*A majority of the Board of Directors

*Stewart D. Gregg, 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.

                   __________________________________________
                       Stewart D. Gregg, Attorney-In-Fact


<PAGE>


                                     PART II
                       CONTENTS OF REGISTRATION STATEMENT

   
This Post-Effective Amendment No. 20 to the Registration Statement comprises
the following papers and documents:
    

The Facing Sheet.

The general form of Prospectus, consisting of 146 pages.

Undertaking to file reports.* (Filed in Original S-6 Registration Statement on
January 21, 1985). Representation pursuant to Paragraph (b)(13)(iii)(F) under
Rule 6e-3(T).*
 (Filed in Original S-6 Registration Statement on January 21, 1985).
Rule 484 Undertaking.
The signatures.

Written consents of the following persons:

   
1.  Stewart D. Gregg, Esquire, filed as EX-99.2.

2.  Craig A. Krogstad, FSA, MAAA, filed as EX-99.C6.

3.  Independent Auditor's Consent of Deloitte & Touche, LLP, filed as
    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
         Variable Account S-6EL24 filed on 12-23-96, Accession Number 0000897899
         Insurance Company ("NWNL") establishing the Select*Life Variable
         Account.* (Filed as part of Select-96-000017, CIK 0000897899.

    (2)  Not applicable.

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

    (3)  (b) Specimens of Selling Agreements.* (Filed as part of Select Life
             Variable Account S-6EL24 filed on 12-23-96, Accession Number
             0000897899-96-000017, CIK 0000897899.

    (4)  Not applicable.

    (5)  (a) Form of Policy available (together with available Policy riders).*
             (Filed in Post-Effective Amendment No. 11).

    (5)  (b) Waiver of Specified Premium Rider. (Filed in Post-Effective
             Amendment No. 15).

    (6)  (a) Amended Articles of Incorporation of ReliaStar Life Insurance
             Company.* (Filed as part of Select Life Variable Account S-6EL24 
             filed on 12-23-96, Accession Number 0000897899-96-000017, CIK 
             0000897899).

    (6)  (b) Amended By-Laws of ReliaStar Life Insurance Company.* (Filed as
             part of Select Life Variable Account S-6EL24 filed on 12-23-96,
             Accession Number 0000897899-96-000017, CIK 0000897899).

    (7)  Not applicable.

    (8)  (a) Amendment to the Participation Agreement with Fidelity's Variable
             Insurance Products Funds. Participation Agreement with Fidelity's
             Variable Insurance Products Fund II and Fidelity Distributors
             Corporation and Amendment Nos. 1-8. (Filed as part of Select Life
             Variable Account S-6EL24 filed on 12-23-96, Accession Number
             0000897899-96-000017, CIK 0000897899).


<PAGE>


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

    (8)  (c) Form of Service Agreement and Contract between ReliaStar Life
             Insurance Company and Fidelity Investments Institutional Operation
             Company and Distributors Corporation dated January 1, 1997.
  
    (8)  (d) Participation Agreement with Putnam Capital Manager Trust and 
             Putnam Mutual Funds Corp. and Form of Amendment No. 2.* (Filed as
             part of Select Life Variable Account S-6EL24 filed on 12-23-96,
             Accession Number 0000897899-96-000017, CIK 0000897899).
   
    (8)  (e) Form of Participation Agreement by and between ReliaStar Life
             Insurance Company and Neuberger&Berman Advisers Management, Inc., 
             and Advisers Management Trust, and NBMI, to be filed by amendment.

    (8)  (f) Form of Participation Agreement by and between ReliaStar Life
             Insurance Company and Janus Aspen Series, to be filed by amendment.

    (8)  (g) Form of Participation Agreement by and between ReliaStar Life
             Insurance Company and Fred Alger Management, Inc, to be filed by
             amendment.

    (8)  (h) Form of Participation Agreement by and between ReliaStar Life
             Insurance Company and OpCap Advisors, to be filed by amendment.

    (8)  (i) Form of Service Agreement by and between ReliaStar Life Insurance
             Company and Janus Capital Corporation, to be filed by amendment.

    (8)  (j) Form of Service Agreement by and between ReliaStar Life Insurance
             Company and Fred Alger Management, Inc, to be filed by amendment.

    (8)  (k) Form of Service Agreement by and between ReliaStar Life Insurance
             Company and OpCap Advisors, to be filed by amendment.

    (8)  (l) Form of Service Agreement by and between ReliaStar Life Insurance
             Company and NBMI, Neuberger&Berman Advisers Management, Inc., and
             Advisers Managers Trust, to be filed by amendment.

2.  Opinion and Consent of Stewart D. Gregg, as to the legality of the
    Securities being registered and consent. (Filed as an exhibit hereto
    EX-99.2).
    

3.  Not applicable.

4.  Not applicable.

   
    EX-99.C1  Independent Auditors' Consent of Deloitte & Touche LLP, filed as
              an exhibit hereto EX-99.C1.
    

    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 of Craig A. Krogstad, FSA, MAAA.
              (Filed as an exhibit hereto EX-99.C6).
    

    EX-99.D.1 (Filed in Post-Effective Amendment No. 4).

    EX-24     Powers of Attorney. (Filed as part of Select Life Variable Account
              S-6E124 filed on 12-23-96, Accession Number 0000897899-6-000007,
              CIK 0000897899.)

    EX-27     Financial Data Schedule. Filed as an exhibit to Post-Effective
              Amendment No. 19 to Form S-6 on May 5, 1997, File No. 2-95392.

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




STEWART D. GREGG
Counsel
                                                                         EX-99.2
Telephone:  612-372-5512
Fax:  612-342-7531
[email protected]



July 18, 1997


ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis MN 55401

Dear 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, amended by Post-Effective Amendment
No. 20 thereto, File No. 2-95392 (the "Registration Statement, and I have
examined such other documents and have reviewed such matters of law 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 Account are not
     chargeable with liabilities arising out of any other business the Company
     might 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.



Sincerely yours,


/s/ Stewart D. Gregg
Stewart D. Gregg
Counsel

SDG:kfl




                         INDEPENDENT AUDITORS' CONSENT

Board of Directors anc Contract Holders
Select*Life Variable Account



We consent to the use in the  Post-Effective  Amendment  No. 20 to  Registration
Statement on Form S-6 (File No. 2-95392) of Select*Life  Variable  Account filed
under the  Securities  Act of 1933 of our report  dated  February 7, 1996 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 February 1, 1997, except for Note 14, as to which the date is February 23,
1997 on the audit of the  consolidated  financial  statements of ReliaStar  Life
Insurance  Company and  subsidiaries  as of and for the years ended December 31,
1996 and 1995 appearing in the Prospectus,  which is a part of such Registration
Statement  and to the  reference  to us  under  the  heading  "Experts"  in such
Prospectus.


                                   /s/Deloitte & Touche LLP



Minneapolis, Minnesota
July 16, 1997




                                                                        EX-99.C6

July 18, 1997



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

Madam/Sir:

This opinion is furnished in connection with the Registration by ReliaStar Life
Insurance Company of a flexible premium variable life insurance policy (the
"Contract") under the Securities Act of 1933, as amended. The contract,
including variations thereof used in various state, is described in the
Prospectus constituting a part of the Registration Statement Form S-6, as
amended through and including Post-Effective Amendment No. 20 thereto, File No.
2-95392.

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

In my opinion:

     The illustrations of Accumulation Values, Surrender Charges, Cash Surrender
     Values, and Death Benefits, included in the section entitled, "Illustration
     of Accumulation Values, Surrender Charges, Cash Surrender Values, and Death
     Benefits" in Appendix C of the Prospectus constituting part of the
     Registration Statement, based on the assumptions stated in the
     illustrations, are consistent with the provisions of the Contract
     (including, as appropriate, any state variation thereof). The rate
     structure of the Contract has not been designed so as to make the
     relationship between premiums and benefits, as shown in the illustrations,
     appear more favorable to a prospective purchaser of a Contract for a male
     age 30 or a male age 45 than to prospective purchasers of the Contract for
     other ages or for females. In any state where charges cannot be based upon
     the insured's sex, the rate structure of the Contract has not been designed
     so as to make the relationship between premium and benefits, as shown in
     the illustrations appear more favorable to a prospective purchaser of the
     Contract for an insured age 30 or a male age 45 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

CAK:kfl



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