SELECT LIFE VARIABLE ACCOUNT
485BPOS, 1997-04-14
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<PAGE>
                                                     Registration No. 33-57244

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                           REGISTRATION STATEMENT
                                  UNDER
                         THE SECURITIES ACT OF 1933

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

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

   
                       RELIASTAR LIFE INSURANCE COMPANY
                           (Name of Depositor)

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

It is proposed that this filing will become effective

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

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

                    SELECT*LIFE VARIABLE ACCOUNT

                      CROSS REFERENCE SHEET
                   (Reconciliation and Tie Sheet)

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

      2                             Cover Page

      3                             Not Applicable

      4                             Distribution of the Policies

   
      5                             ReliaStar Life Insurance
                                    Company and The Variable Account
    
      6                             The Variable Account

      7                             Not Applicable

      8                             Not Applicable

      9                             Not Applicable

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

      11                            Deductions and Charges; Investments of
                                    the Variable Account

      12                            Investments of the Variable Account

      13                            Deductions and Charges

      14                            The Policies; General Provisions;
                                    Distributions of the Policies

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


                                -i-


<PAGE>


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

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

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

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

      19                            Voting Rights; General Provisions

      20                            Not Applicable

      21                            Policy Loans

      22                            Not Applicable

      23                            Bonding Arrangements

      24                            Definitions; General Provisions
   
      25                            ReliaStar Life Insurance
                                    Company
    
      26                            Not Applicable
   
      27                            ReliaStar Life Insurance
                                    Company; Other Contracts Issued by Us
    
      28                            Management
   
      29                            ReliaStar Life Insurance
                                    Company
    
      30                            Not Applicable

      31                            Not Applicable

      32                            Not Applicable

      33                            Not Applicable

      34                            Not Applicable

      35                            Not Applicable

      36                            Not Applicable


                                -ii-

<PAGE>


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

      37                            Not Applicable

      38                            Distribution of the Policies

      39                            Distribution of the Policies

      40                            Distribution of the Policies

      41                            Distribution of the Policies

      42                            Not Applicable

      43                            Not Applicable

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

      45                            Not Applicable

      46                            Investments of the Variable Account;
                                    Deductions and Charges

      47                            Investments of the Variable Account
   
      48                            ReliaStar Life Insurance
                                    Company; State Regulation
    
      49                            Not Applicable

      50                            The Variable Account

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

      52                            Investments of the Variable Account

      53                            Federal Tax Matters

      54                            Not Applicable

      55                            Not Applicable

      56                            Not Applicable

      57                            Not Applicable


                                -iii-

<PAGE>


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

      58                            Not Applicable
      59                            Financial Statements

                               -iv-

<PAGE>

SELECT*LIFE II

   
                                        April 30, 1997 Prospectus
    

                                                 FLEXIBLE PREMIUM
                                                         VARIABLE
                                                   LIFE INSURANCE
                                                           POLICY


   
            RELIASTAR LIFE INSURANCE COMPANY
                     SELECT*LIFE 2000 SERIES
    

<PAGE>
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                        -------------------------------
 
   
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                                   ISSUED BY
                          SELECT*LIFE VARIABLE ACCOUNT
                                       OF
                        RELIASTAR LIFE INSURANCE COMPANY
    
 
   
    This Prospectus describes a flexible premium variable life insurance policy
(the "Policy") offered by ReliaStar Life Insurance Company ("we", "us", "our"
or the "Company"). This Policy is designed to provide lifetime insurance
protection up to Age 95, provided the Policy's Cash Surrender Value (that is,
the amount that would be paid to you upon surrender of the Policy) is
sufficient to pay certain monthly charges imposed under the Policy (including
the cost of insurance and certain administrative charges). It also is designed
to provide maximum flexibility in connection with premium payments and death
benefits by giving the Policy owner ("you", "your") the opportunity to allocate
net premiums among investment alternatives with different investment
objectives. A Policy owner may, subject to certain restrictions, including
limitations on premium payments, vary the frequency and amount of premium
payments and increase or decrease the level of death benefits payable under the
Policy. This flexibility allows a Policy owner to provide for changing
insurance needs under a single insurance contract.
    
 
   
    The Policy provides for a death benefit payable at the Insured's death. As
long as the Policy remains in force, the death benefit will never be less than
the current Face Amount less any Policy loans and unpaid charges. The minimum
Face Amount of the Policy is currently $25,000. The Face Amount may be
increased, subject to certain limitations, provided that the increase is not
less than $5,000. Generally, the Policy will remain in force as long as the
Policy's Cash Surrender Value (that is, the amount that would be paid to you
upon surrender of the Policy) is sufficient to pay certain monthly charges
imposed in connection with the Policy (including the cost of insurance and
certain administrative charges). In addition, the Policy will remain in force
until the Insured reaches Age 65 (or five Policy Years, if longer), without
regard to the Cash Surrender Value, if on each Monthly Anniversary the total
premiums paid on the Policy, less any partial withdrawals and Policy loans,
equals or exceeds the total required Minimum Monthly Premium payments specified
in your Policy (which is a feature of the Policy called the "Death Benefit
Guarantee").
    
 
   
    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, with the exception of
policies issued in New Jersey, to our General Account (the "Fixed Account").
Any amounts allocated to the Variable Account will be allocated to one or more
Sub-Accounts of the Variable Account. The assets of each Sub-Account will be
invested solely in the shares of one of the five portfolios of the Variable
Insurance Products Fund ("VIP"), in one of the four portfolios of the Variable
Insurance Products Fund II ("VIP II"), in one of the two funds available
through the Northstar Variable Trust or in one of the six funds available
through Putnam Variable Trust (collectively, the "Funds"). The accompanying
prospectus for each of the Funds describes the investment objectives and
attendant risks of each of the Funds and portfolios.
    
 
                            (Continued on next page)
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
   
THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE. A
CURRENT PROSPECTUS FOR EACH OF THE FUNDS MUST ACCOMPANY THIS PROSPECTUS AND
SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS.
    
 
   
THE DATE OF THIS PROSPECTUS IS APRIL 30, 1997.
    
 
   
N700.176d
    
<PAGE>
   
    If net premiums are allocated to the Variable Account, the amount of the
Policy's death benefit may, and the Policy's Accumulation Value (that is, the
total amount that a Policy provides for investment at any time) will, reflect
the investment performance of the Sub-Accounts of the Variable Account that you
select. You bear the entire investment risk for any amounts allocated to the
Variable Account; no minimum Accumulation Value in the Variable Account is
guaranteed. Regardless of how net premiums are allocated, the Policy's death
benefit may, and the Policy's Accumulation Value will, also depend upon the
frequency and amount of premiums paid, any partial withdrawals, loans and the
charges and deductions assessed in connection with the Policy.
    
 
    The Policy provides for two types of "free look" periods, one after the
issuance of the Policy and the other after any requested increase in the Face
Amount. See "Free Look and Conversion Rights -- Free Look Rights".
 
    THE CHARGES IMPOSED UPON EARLY SURRENDER OR LAPSE WILL BE SIGNIFICANT. FOR
EXAMPLE, IF YOU MAKE PREMIUM PAYMENTS NO GREATER THAN THE MINIMUM MONTHLY
PREMIUM PAYMENTS SPECIFIED IN YOUR POLICY, YOU CAN EXPECT THAT DURING AT LEAST
THE EARLY POLICY YEARS, ALL OR SUBSTANTIALLY ALL OF YOUR PREMIUM PAYMENTS WILL
BE REQUIRED TO PAY THE SURRENDER CHARGE AND OTHER CHARGES ASSOCIATED WITH THE
POLICY. AS A RESULT, YOU SHOULD PURCHASE A POLICY ONLY IF YOU HAVE THE
FINANCIAL CAPABILITY TO KEEP IT IN FORCE FOR A SUBSTANTIAL PERIOD. ALSO,
CHARGES IMPOSED UPON SURRENDER OR THE LAPSE OF THE POLICY WILL USUALLY EXCEED
THE ACCUMULATION VALUE OF THE POLICY DURING THE EARLY POLICY YEARS, WHICH MEANS
THAT PAYMENTS SUFFICIENT TO MAINTAIN THE DEATH BENEFIT GUARANTEE WILL BE
REQUIRED TO AVOID LAPSE DURING THIS PERIOD OF TIME. THESE SAME CONSIDERATIONS
APPLY AFTER A REQUESTED INCREASE IN FACE AMOUNT, WHICH CREATES THE POSSIBILITY
OF ADDITIONAL CHARGES UPON SURRENDER OR LAPSE OF THE POLICY. SEE "PAYMENT AND
ALLOCATION OF PREMIUMS -- AMOUNT AND TIMING OF PREMIUMS", "DEATH BENEFIT
GUARANTEE", AND "DEDUCTIONS AND CHARGES -- SURRENDER CHARGE".
 
    REPLACING EXISTING INSURANCE WITH A POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE. IN ADDITION, IT MAY NOT BE TO YOUR ADVANTAGE TO
PURCHASE THIS POLICY TO OBTAIN ADDITIONAL INSURANCE PROTECTION IF YOU ALREADY
OWN ANOTHER FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
 
    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OR SOLICITATION IN ANY
JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS
OR THE ACCOMPANYING FUND PROSPECTUSES AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
 
    THIS ENTIRE PROSPECTUS SHOULD BE READ TO COMPLETELY UNDERSTAND THE POLICY
BEING OFFERED.
 
    THE PRIMARY PURPOSE OF THE POLICY IS TO PROVIDE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY
WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.
 
                                       2
<PAGE>
 
   
<TABLE>
<S>                                                                                         <C>
DEFINITIONS ............................................................................ 6
 
PART 1. SUMMARY
 
How does the Policy compare to traditional life insurance? ............................ 10
What is the Death Benefit? ............................................................ 10
What flexibility do you have to adjust the amount of the Death Benefit? ............... 10
What is the Death Benefit Guarantee? .................................................. 10
If the Death Benefit Guarantee is not in effect, what will cause the Policy to
 lapse? ............................................................................... 11
What is the Fixed Account? ............................................................ 11
What is the Variable Account? ......................................................... 11
What are the minimum and maximum premium payments allowed? ............................ 11
How are premiums allocated to the investment options? ................................. 11
Who are the investment advisers of the Funds? ......................................... 11
What are the charges against the Variable Account? .................................... 11
What are the investment advisory fees and other fund expenses? ........................ 11
What charges do we make against each premium payment? ................................. 12
What charges do we make against the Accumulation Value? ............................... 12
What charges do we make upon lapse or total surrender of the Policy? .................. 13
What is the value of the Policy if you surrender it? .................................. 13
Can you make partial withdrawals? ..................................................... 14
What are the free look and conversion rights? ......................................... 14
Can you transfer between the Sub-Accounts and/or the Fixed Account? ................... 14
Can you borrow against the value of the Policy? ....................................... 14
Are Death Benefit proceeds taxable income to the beneficiary? ......................... 14
Are Accumulation Value increases included in your taxable income? ..................... 14
Will exercising certain Policy rights have tax consequences? .......................... 15
Who sells the Policies? ............................................................... 15
 
PART 2. DETAILED INFORMATION
 
ReliaStar Life Insurance Company ...................................................... 15
The Variable Account .................................................................. 15
Performance Information ............................................................... 15
The Policies .......................................................................... 16
Death Benefit ......................................................................... 16
  Death Benefit Options ............................................................... 17
  Which Death Benefit Option to Choose ................................................ 19
  Requested Changes in Face Amount .................................................... 19
  Insurance Protection ................................................................ 20
  Change in Death Benefit Option ...................................................... 21
  Accelerated Benefit Rider ........................................................... 21
Payment and Allocation of Premiums .................................................... 22
  Issuing the Policy .................................................................. 22
  Allocation of Premiums .............................................................. 23
  Amount and Timing of Premiums ....................................................... 23
  Planned Periodic Premiums ........................................................... 24
  Unscheduled Additional Premiums ..................................................... 24
  Paying Premiums by Mail ............................................................. 24
Death Benefit Guarantee ............................................................... 24
Requirements .......................................................................... 25
Accumulation Value .................................................................... 25
Deductions and Charges ................................................................ 26
  Premium Expense Charge .............................................................. 26
  Monthly Deduction ................................................................... 26
  Surrender Charge .................................................................... 27
  Partial Withdrawal and Transfer Charges ............................................. 29
  Reduction of Charges ................................................................ 29
Sales Charge Refund ................................................................... 30
Policy Lapse and Reinstatement ........................................................ 31
Surrender Benefits .................................................................... 32
</TABLE>
    
 
                                       3
<PAGE>
   
<TABLE>
<S>                                                                                         <C>
  Total Surrender ..................................................................... 32
  Partial Withdrawal .................................................................. 32
Transfers ............................................................................. 33
Dollar Cost Averaging Service ......................................................... 33
Portfolio Rebalancing Service ......................................................... 34
Policy Loans .......................................................................... 34
Free Look and Conversion Rights ....................................................... 37
  Free Look Rights .................................................................... 37
  Conversion Rights ................................................................... 37
Investments of the Variable Account ................................................... 38
  Fidelity's Variable Insurance Products Fund (VIP):
    Money Market Portfolio ............................................................ 39
    High Income Portfolio ............................................................. 39
    Equity-Income Portfolio ........................................................... 39
    Growth Portfolio .................................................................. 39
    Overseas Portfolio ................................................................ 39
  Fidelity's Variable Insurance Products Fund II (VIP II):
    Asset Manager Portfolio ........................................................... 39
    Investment Grade Bond Portfolio ................................................... 39
    Index 500 Portfolio ............................................................... 39
    Contrafund Portfolio .............................................................. 40
  Northstar Variable Trust (Northstar):
    Northstar Income and Growth Fund .................................................. 40
    Northstar Multi-Sector Bond Fund .................................................. 40
  Putnam Variable Trust:
    Putnam VT Asia Pacific Growth Fund ................................................ 40
    Putnam VT Diversified Income Fund ................................................. 40
    Putnam VT Growth and Income Fund .................................................. 40
    Putnam VT New Opportunities Fund .................................................. 40
    Putnam VT Utilities Growth and Income Fund ........................................ 40
    Putnam VT Voyager Fund ............................................................ 40
  Addition, Deletion, or Substitution of Investments .................................. 40
Voting Rights ......................................................................... 41
General Provisions .................................................................... 41
  Benefits at Age 95 .................................................................. 41
  Ownership ........................................................................... 42
  Proceeds ............................................................................ 42
  Beneficiary ......................................................................... 42
  Postponement of Payments ............................................................ 42
  Settlement Options .................................................................. 42
  Incontestability .................................................................... 43
  Misstatement of Age and Sex ......................................................... 43
  Suicide ............................................................................. 43
  Termination ......................................................................... 44
  Amendment ........................................................................... 44
  Reports ............................................................................. 44
  Dividends ........................................................................... 44
  Collateral Assignment ............................................................... 44
  Optional Insurance Benefits ......................................................... 44
Federal Tax Matters ................................................................... 45
  Policy Proceeds ..................................................................... 45
  Taxation of Distributions ........................................................... 46
  Taxation of Policies Held by Pension and Certain Deferred Compensation Plans ........ 46
  Taxation of ReliaStar Life Insurance Company ........................................ 47
  Other Considerations ................................................................ 47
Legal Developments Regarding Employment -- Related Benefit Plans ...................... 47
Distribution of the Policies .......................................................... 47
Management ............................................................................ 48
  Directors ........................................................................... 48
</TABLE>
    
 
                                       4
<PAGE>
   
<TABLE>
<S>                                                                                         <C>
  Executive Officers .................................................................. 49
State Regulation ...................................................................... 49
Massachusetts and Montana Residents ................................................... 50
Legal Proceedings ..................................................................... 50
Bonding Arrangements .................................................................. 50
Legal Matters ......................................................................... 50
Experts ............................................................................... 50
Registration Statement Contains Further Information ................................... 50
Financial Statements .................................................................. 50
Appendix A - The Fixed Account ....................................................... A-1
Appendix B - Calculation of Accumulation Value ....................................... B-1
Appendix C - Illustration of Accumulation Values, Surrender Charges,
            Cash Surrender Values and Death Benefits ................................. C-1
Appendix D - Maximum Contingent Deferred Sales Charges
             Per $1,000 of Face Amount ............................................... D-1
Appendix E - Surrender Charge Guideline Per
            $1,000 of Face Amount .................................................... E-1
 
Fund Prospectuses
  Fidelity's Variable Insurance Products Fund (VIP):
    Money Market Portfolio ......................................................... VIP-1
    High Income Portfolio .......................................................... VIP-1
    Equity-Income Portfolio ........................................................ VIP-1
    Growth Portfolio ............................................................... VIP-1
    Overseas Portfolio ............................................................. VIP-1
  Fidelity's Variable Insurance Products Fund II (VIP II):
    Investment Grade Bond Portfolio .............................................. VIPII-1
    Asset Manager Portfolio ...................................................... VIPII-1
    Index 500 Portfolio .......................................................... VIPII-1
    Contrafund Portfolio ......................................................... VIPII-1
  Northstar Variable Trust (Northstar):
    Northstar Income and Growth Fund ......................................... Northstar-1
    Northstar Multi-Sector Bond Fund ......................................... Northstar-1
  Putnam Variable Trust:
    Putnam VT Asia Pacific Growth Fund ....................................... Putnam VT-1
    Putnam VT Diversified Income Fund ........................................ Putnam VT-1
    Putnam VT Growth and Income Fund ......................................... Putnam VT-1
    Putnam VT New Opportunities Fund ......................................... Putnam VT-1
    Putnam VT Utilities Growth and Income Fund ............................... Putnam VT-1
    Putnam VT Voyager Fund ................................................... Putnam VT-1
</TABLE>
    
 
                                       5
<PAGE>
DEFINITIONS
 
   
ACCUMULATION VALUE. The total value attributable to a specific Policy, which
equals the sum of the Variable Accumulation Value (the total of the values in
   each Sub-Account of the Variable Account) and the Fixed Accumulation Value
   (the value in the Fixed Account). See "Accumulation Value" at page 25 and
   Appendix B.
    
 
AGE. The Insured's age at the last birthday determined as of the beginning of
each Policy Year.
 
CASH SURRENDER VALUE. The Accumulation Value less any Surrender Charge, Loan
Amount and unpaid Monthly Deductions.
 
CASH VALUE. The Accumulation Value less any Surrender Charge.
 
CODE. Internal Revenue Code of 1986, as amended.
 
   
CONTINGENT DEFERRED ADMINISTRATIVE CHARGE. A contingent deferred charge to
reimburse us for expenses incurred in issuing the Policy. The Contingent
   Deferred Administrative Charge will only be imposed upon total surrender or
   lapse of the Policy during the first 15 Policy Years and during the first 15
   years following any requested increase in Face Amount. The sum of this charge
   and the Contingent Deferred Sales Charge is the Surrender Charge. See
   "Deductions and Charges -- Surrender Charge" at page 27.
    
 
   
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 27.
    
 
   
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 16.
    
 
   
DEATH BENEFIT GUARANTEE. A feature of the Policy guaranteeing that the Policy
will not lapse before the Insured reaches Age 65 (or five Policy Years, if
   longer) if, on each Monthly Anniversary, the total premiums paid on the
   Policy, less any partial withdrawals and any Loan Amount, equals or exceeds
   the total required Minimum Monthly Premium payments specified in your Policy.
   See "Death Benefit Guarantee" at page 24.
    
 
   
DEATH BENEFIT OPTION. Either of two death benefit options available under the
Policy (the Level Amount Option and the Variable Amount Option). See "Death
   Benefit -- Death Benefit Options" at page 17.
    
 
   
FACE AMOUNT. The minimum Death Benefit under the Policy as long as the Policy
remains in force. See "Death Benefit" at page 16.
    
 
   
FIXED ACCOUNT. The assets of ReliaStar Life Insurance Company other than those
allocated to the Variable Account or any other separate account. See Appendix A.
    
 
   
FIXED ACCUMULATION VALUE. The value attributable to a specific Policy to the
extent such amount is attributable to the Fixed Account (our General Account).
   Unlike the Variable Accumulation Value, the Fixed Accumulation Value will not
   reflect the investment performance of the Funds. See "Accumulation Value" at
   page 25 and Appendix B.
    
 
   
FUNDS. Any open-end management investment company (or portfolio thereof) or unit
investment trust (or series thereof) in which a Sub-Account invests as described
   herein. See "Investments of the Variable Account" at page 38.
    
 
INSURED. The person upon whose life the Policy is issued.
 
ISSUE DATE. The date insurance coverage under a Policy begins.
 
                                       6
<PAGE>
   
LEVEL AMOUNT OPTION. One of two Death Benefit Options available under the
Policy. Under this option, the Death Benefit is the greater of the current Face
   Amount or the corridor percentage of Accumulation Value on the Valuation Date
   on or next following the date of the Insured's death. See "Death Benefit --
   Death Benefit Options" at page 17.
    
 
LOAN AMOUNT. The sum of all unpaid Policy loans including unpaid interest due
thereon. See "Policy Loans" at page 34.
 
MINIMUM FACE AMOUNT. The minimum Face Amount shown in the Policy (currently
$25,000).
 
   
MINIMUM MONTHLY PREMIUM. A monthly premium amount specified in the Policy and
determined by us at issuance of the Policy. The initial Minimum Monthly Premium
   will depend upon the Insured's sex, Age at issue, Rate Class, optional
   insurance benefits added by rider, and the initial Face Amount. A requested
   increase or decrease in the Face Amount, a change in the Death Benefit
   Option, or the addition or termination of a Policy rider may change the
   Minimum Monthly Premium. The Minimum Monthly Premium determines the payments
   required to maintain the Death Benefit Guarantee. See "Death Benefit
   Guarantee" at page 24.
    
 
   
MONTHLY ANNIVERSARY. The same date in each succeeding month as the Policy Date.
Whenever the Monthly Anniversary falls on a date other than a Valuation Date,
   the Monthly Anniversary will be considered to be the next Valuation Date. The
   first Monthly Anniversary is on the Policy Date.
    
 
   
MONTHLY DEDUCTION. A monthly charge deducted from the Accumulation Value of the
Policy. This charge includes the cost of insurance, the Monthly Administrative
   Charge, the Monthly Mortality and Expense Risk Charge, and any charges for
   optional insurance benefits. See "Deductions and Charges -- Monthly
   Deduction" at page 26.
    
 
   
MONTHLY ADMINISTRATIVE CHARGE. A monthly charge to reimburse us for expenses
incurred in administering the Policy. This charge is part of the Monthly
   Deduction. The amount of this charge is currently $8.25 per month and is
   guaranteed not to exceed $12.00 per month. See "Deductions and Charges --
   Monthly Deduction" at page 26.
    
 
   
MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us for
certain mortality and expense risks we assume under the Policy. The Mortality
   and Expense Risk Charge will be an annual rate of .9 of 1% (.90%) of the
   Variable Accumulation Value of the Policy during the first 10 Policy Years.
   During each Policy Year thereafter, it is anticipated that the charge will be
   an annual rate of .45 of 1% (.45%) guaranteed not to exceed .9 of 1% (.90%)
   for the duration of the Policy. See "Deductions and Charges -- Monthly
   Mortality and Expense Risk Charge" at page 27.
    
 
NET PREMIUM. The gross premium less a Premium Expense Charge deducted from each
premium.
 
   
NORTHSTAR. Northstar Variable Trust
   Northstar Income and Growth Fund
   Northstar Multi-Sector Bond Fund
    
 
   
PUTNAM VARIABLE TRUST.
   Putnam VT Asia Pacific Growth Fund
   Putnam VT Diversified Income Fund
   Putnam VT Growth and Income Fund
   Putnam VT New Opportunities Fund
   Putnam VT Utilities Growth and Income Fund
   Putnam VT Voyager Fund
    
 
   
PLANNED PERIODIC PREMIUM. The scheduled premium selected by you of a level
amount at a fixed interval. The initial Planned Periodic Premium you select will
   be shown in the Policy. See "Payment and Allocation of Premiums -- Planned
   Periodic Premiums" at page 24.
    
 
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.
 
                                       7
<PAGE>
POLICY MONTH. A month beginning on the Monthly Anniversary.
 
POLICY YEAR. A year beginning on the Policy Anniversary.
 
   
PREMIUM EXPENSE CHARGE. An amount deducted from each premium payment. The
Premium Expense Charge is currently 5.00% of each premium payment, which
   consists of a sales charge of 2.50% and a premium tax charge of 2.50%. We may
   in the future also make a charge of up to $2.00 per premium payment to
   reimburse us for the cost of collecting and processing premiums. See
   "Deductions and Charges -- Premium Expense Charge" at page 26.
    
 
RATE CLASS. A group of Insureds we determine based on our expectation that they
will have similar mortality experience.
 
   
SALES CHARGE REFUND. An amount designated as Sales Charge Refund may exist
during the first two Policy Years or during any 24-month period following a
   requested increase in Face Amount. Any such Sales Charge Refund will be
   applied to supplement the Cash Surrender Value so as to continue the Policy
   in force for some months during either of these 24-month periods if there is
   insufficient Cash Surrender Value to cover Monthly Deductions. The Sales
   Charge Refund, if any, to the extent not so applied, will be refunded upon
   total surrender of the Policy during either of these 24-month periods. See
   "Sales Charge Refund" at page 30.
    
 
SEC. Securities and Exchange Commission.
 
SIGNATURE GUARANTEE. A guarantee of your signature by a member firm of the New
York, American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or by
   a commercial bank (not a savings bank) which is a member of the Federal
   Deposit Insurance Corporation, or, in certain cases, by a member firm of the
   National Association of Securities Dealers, Inc. that has entered into an
   appropriate agreement with us.
 
SUB-ACCOUNT. A sub-division of the Variable Account. Each Sub-Account invests
exclusively in the shares of a specified Fund.
 
   
SURRENDER CHARGE. A charge imposed upon total surrender or lapse of the Policy
during the first 15 Policy Years and the first 15 years following any requested
   increase in Face Amount. The Surrender Charge consists of the Contingent
   Deferred Administrative Charge and the Contingent Deferred Sales Charge. See
   "Deductions and Charges -- Surrender Charge" at page 27.
    
 
   
SURRENDER CHARGE GUIDELINE. An amount used in calculating Sales Charge Refunds
(see "Sales Charge Refund" at page 30) and in calculating the sales charge on
   requested increases in Face Amount (see "Deductions and Charges -- Surrender
   Charge -- Contingent Deferred Sales Charge Calculation" at page 28). The
   Surrender Charge Guideline will equal the amount obtained by dividing the
   Face Amount or the amount of a requested increase, as the case may be, by
   $1,000, and multiplying the result by the applicable factor from Appendix E.
   The Surrender Charge Guideline factors included in Appendix E are based on
   certain provisions of Rule 6e-3(T), adopted by the SEC.
    
 
UNIT VALUE. The unit measure by which the value of the Policy's interest in each
Sub-Account is determined. See Appendix B.
 
   
VALUATION DATE. Each day the New York Stock Exchange is open for business except
for that a Sub-Account's corresponding Fund does not value its shares. The New
   York Stock Exchange is currently closed on week-ends and on the following
   holidays: New Year's Day; Presidents' Day; Good Friday; Memorial Day; July
   Fourth; Labor Day; Thanksgiving Day; and Christmas Day. See Appendix B.
    
 
VALUATION PERIOD. The period between two successive Valuation Dates, commencing
at the close of business of a Valuation Date and ending at the close of business
   of the next Valuation Date. See Appendix B.
 
   
VARIABLE ACCOUNT. Select*Life Variable Account, a separate investment account
established by us to receive and invest Net Premiums paid under the Policy. See
   "The Variable Account" at page 15.
    
 
   
VARIABLE ACCUMULATION VALUE. The value attributable to a specific Policy to the
extent such amount is attributable to the Variable Account. See "Accumulation
   Value" at page 25 and Appendix B.
    
 
VARIABLE AMOUNT OPTION. One of two Death Benefit Options available under the
Policy. Under this option, the Death Benefit is the greater of the Face Amount
   plus the Accumulation Value of the
 
                                       8
<PAGE>
   
   Policy, or the corridor percentage of Accumulation Value on the Valuation
   Date on or next following the date of the Insured's death. See "Death Benefit
   -- Death Benefit Options" at page 17.
    
 
   
VIP. Variable Insurance Products Fund
   Money Market Portfolio
   High Income Portfolio
   Equity-Income Portfolio
   Growth Portfolio
   Overseas Portfolio
    
 
   
VIP II. Variable Insurance Products Fund II
   Investment Grade Bond Portfolio
   Asset Manager Portfolio
   Index 500 Portfolio
   Contrafund Portfolio
    
 
   
WE, US, OUR 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.
 
                                       9
<PAGE>
PART 1. SUMMARY
 
    This is a brief summary of the Policy's features. More detailed information
follows later in this Prospectus.
 
HOW DOES THE POLICY COMPARE TO TRADITIONAL LIFE INSURANCE?
    Like traditional life insurance:
 
    - The Policy provides a guaranteed minimum amount of life insurance
      coverage.
 
    - As long as you meet the requirements for the Death Benefit Guarantee, your
      Policy will remain in force until the Insured reaches Age 65 (or five
      Policy Years, if longer).
 
    - You can surrender the Policy while the Insured is living and receive its
      Cash Surrender Value.
 
    - The Policy has a loan value.
 
    - The Fixed Accumulation Value is guaranteed.
 
    Unlike traditional life insurance:
 
    - You choose where the Net Premiums for the Policy are invested.
 
    - You may transfer existing values among the investment options.
 
    - The Variable Accumulation Value may increase or decrease based on the
      investment performance of the Funds you select.
 
    - You choose between two Death Benefit Options.
 
    - You choose the amount and frequency of your premium payments.
 
    - After the second Policy Year, you can increase or decrease the Face
      Amount.
 
WHAT IS THE DEATH BENEFIT?
    You choose one of two Death Benefit Options -- the Level Amount Option or
the Variable Amount Option. The Death Benefit under the Level Amount Option is
the greater of the Face Amount or the corridor percentage of Accumulation Value
on the Valuation Date on or next following the date of the Insured's death. The
Death Benefit under the Variable Amount Option is equal to the greater of the
Face Amount plus the Accumulation Value, or the corridor percentage of
Accumulation Value on the Valuation Date on or next following the date of the
Insured's death. See "Death Benefit".
 
    The proceeds payable upon the death of the Insured under either Death
Benefit Option will be reduced by any Loan Amount and any unpaid Monthly
Deductions.
 
    The Death Benefit will never be less than the Face Amount as long as the
Policy is in force and there is no Loan Amount or unpaid Monthly Deductions.
 
    Under certain circumstances a part of the Death Benefit may be paid to you
when the Insured has been diagnosed as having a terminal illness. See
"Accelerated Benefit Rider".
 
WHAT FLEXIBILITY DO YOU HAVE TO ADJUST THE AMOUNT OF THE DEATH BENEFIT?
   
    Although we reserve the right to limit increases and decreases during the
first two Policy Years, you have flexibility to adjust the Death Benefit by
increasing or decreasing the Face Amount. You cannot decrease the Face Amount
below the Minimum Face Amount shown in the Policy. Any increase in the Face
Amount may require additional evidence of insurability satisfactory to us and
will result in additional charges. See "Death Benefit -- Requested Changes in
Face Amount".
    
 
   
    Generally, you may also change the Death Benefit Option at any time after
the second Policy Year. See "Death Benefit -- Change in Death Benefit Option".
    
 
    For a discussion of available techniques to adjust the amount of insurance
protection to satisfy changing insurance needs, see "Death Benefit -- Insurance
Protection".
 
WHAT IS THE DEATH BENEFIT GUARANTEE?
    Until the Insured reaches Age 65 (or five Policy Years, if longer), if you
meet the requirements for the Death Benefit Guarantee we will not lapse your
Policy, even if the Cash Surrender Value is not sufficient to cover the Monthly
Deduction that is due. See "Death Benefit Guarantee".
 
                                       10
<PAGE>
IF THE DEATH BENEFIT GUARANTEE IS NOT IN EFFECT, WHAT WILL CAUSE THE POLICY TO
LAPSE?
    The Policy will only lapse if the Cash Surrender Value plus any Sales Charge
Refund is less than the Monthly Deduction due and if a grace period of 61 days
expires without a sufficient payment. The Policy thus differs in two important
respects from traditional life insurance. First, the failure to pay a Planned
Periodic Premium will not automatically cause the Policy to lapse. Second, even
if Planned Periodic Premiums have been paid, the Policy may lapse. See "Policy
Lapse and Reinstatement -- Lapse".
 
WHAT IS THE FIXED ACCOUNT?
    The Fixed Account consists of all of our assets other than those in our
separate accounts (including the Variable Account). We credit interest of at
least 4% per year on any amounts you have in the Fixed Account. From time to
time we may guarantee interest in excess of 4%. Interests in the Fixed Account
have not been registered under the Securities Act of 1933 nor is the Fixed
Account subject to the restrictions of the Investment Company Act of 1940. See
Appendix A, "The Fixed Account".
 
WHAT IS THE VARIABLE ACCOUNT?
    The Select*Life Variable Account is one of our separate accounts. Only
premiums from our variable life insurance policies are invested in the Variable
Account. See "The Variable Account".
 
    The Variable Account is divided into Sub-Accounts. Premiums allocated to
each Sub-Account are invested in shares, at net asset value, of the Fund related
to that Sub-Account. The Variable Accumulation Value of the Policy will vary
with, among other things, the investment performance of the Funds to which
Policy premiums are allocated and the charges deducted from the Variable
Accumulation Value. See "Accumulation Value".
 
   
WHAT ARE THE MINIMUM AND MAXIMUM PREMIUM PAYMENTS ALLOWED?
    
    With certain restrictions, you can choose when you pay premiums and how much
each payment will be. In most cases, however, payment of cumulative premiums
sufficient to maintain the Death Benefit Guarantee will be required to keep the
Policy in force during at least the first several Policy Years (see "Death
Benefit Guarantee"). We may choose not to accept a payment of less than $25.00.
We do, however, reserve the right to limit the amount of any payment and certain
maximum limits apply. We will return to you any premium paid to the extent that
total premiums paid, both scheduled and unscheduled, would exceed the current
maximum premium payments allowed for life insurance under Federal tax law. See
"Payment and Allocation of Premiums -- Amount and Timing of Premiums".
 
HOW ARE PREMIUMS ALLOCATED TO THE INVESTMENT OPTIONS?
    You choose the premium allocation on the application. You can allocate
premiums to the Fixed Account and/or one or more Sub-Accounts of the Variable
Account. The Fixed Account is not available to allocate premiums under policies
issued in New Jersey. The initial allocation remains in effect for any future
premium payments until you change it. See "Payment and Allocation of Premiums --
Allocation of Premiums".
 
   
WHO ARE THE INVESTMENT ADVISERS OF THE FUNDS?
    
   
    Fidelity Management & Research Company is the investment adviser of VIP's
five portfolios and of VIP II's four portfolios.
    
 
   
    Northstar Investment Management Corporation, an affiliate of ours, is the
investment adviser of Northstar's two funds.
    
 
   
    Putnam Investment Management, Inc. ("Putnam Management") is the investment
adviser of Putnam Variable Trust's six funds.
    
 
   
WHAT ARE THE CHARGES AGAINST THE VARIABLE ACCOUNT?
    
   
    Certain charges will be deducted as a percentage of the value of the net
assets of the Variable Account. These charges will not be deducted from assets
in the Fixed Account.
    
 
   
    TAXES. Currently no charge is made to the Variable Account for Federal
income taxes that may be attributable to the Variable Account. We may, however,
make such a charge in the future. Charges for other taxes, if any, attributable
to the Variable Account may also be made.
    
 
   
WHAT ARE THE INVESTMENT ADVISORY FEES AND OTHER FUND EXPENSES?
    
   
    Because the Variable Account purchases shares of the Funds, the net asset
value of the investments of the Variable Account will reflect the investment
advisory fees and other expenses incurred by the Funds. Set forth below is
information provided by each Fund on its total 1996 annual expenses as a
    
 
                                       11
<PAGE>
   
percentage of the Fund's average net assets. For more information concerning
these expenses, see the question "What are the investment advisory fees and
other fund expenses?" in the Summary section of this Prospectus and the
prospectuses for the Funds that accompany this Prospectus.
    
 
   
<TABLE>
<CAPTION>
                                                                                                     TOTAL
                                                                                                  INVESTMENT
                                                                     MANAGEMENT       OTHER       FUND ANNUAL
                                                                        FEES        EXPENSES       EXPENSES
                                                                    -------------  -----------  ---------------
<S>                                                                 <C>            <C>          <C>
VIP Money Market Portfolio........................................        0.21%         0.09%          0.30%
VIP High Income Portfolio.........................................        0.59%         0.12%          0.71%
VIP Equity-Income Portfolio (a)...................................        0.51%         0.07%          0.58%
VIP Growth Portfolio (a)..........................................        0.61%         0.08%          0.69%
VIP Overseas Portfolio (a)........................................        0.76%         0.17%          0.93%
 
VIP II Asset Manager Portfolio (a)................................        0.64%         0.10%          0.74%
VIP II Investment Grade Bond Portfolio............................        0.45%         0.13%          0.58%
VIP II Index 500 Portfolio (b)....................................        0.13%         0.15%          0.28%
VIP II Contrafund Portfolio (a)...................................        0.61%         0.13%          0.74%
 
Northstar Income and Growth Fund (c)..............................        0.75%         0.05%          0.80%
Northstar Multi-Sector Bond Fund (c)..............................        0.75%         0.05%          0.80%
 
Putnam VT Asia Pacific Growth Fund................................        0.80%         0.43%          1.23%
Putnam VT Diversified Income Fund.................................        0.70%         0.13%          0.83%
Putnam VT Growth and Income Fund..................................        0.49%         0.05%          0.54%
Putnam VT New Opportunities Fund..................................        0.63%         0.09%          0.72%
Putnam VT Utilities Growth and Income Fund (d)....................        0.69%         0.09%          0.78%
Putnam VT Voyager Fund............................................        0.57%         0.06%          0.63%
</TABLE>
    
 
- ------------------------
 
   
(a) A portion of the brokerage commissions that certain funds pay was used to
    reduce funds expenses. In addition, certain funds have entered into
    arrangements with their custodian and transfer agent whereby interest earned
    on uninvested cash balances was used to reduce custodian and transfer agent
    expenses. Including these reductions, the total operating expenses presented
    in the table would have been .56% for Equity Income Portfolio, .67% for
    Growth Portfolio, .92% for Overseas Portfolio, .73% for Asset Manager
    Portfolio, and .71% for Contrafund Portfolio.
    
 
   
(b) FMR agreed to reimburse a portion of Index 500 Portfolio's expenses during
    the period. Without this reimbursement, the funds' management fee, other
    expenses and total expenses would have been .28%, .15%, and .43%
    respectively.
    
 
   
(c) The investment adviser to the Northstar Variable Trust has agreed to
    reimburse the two Northstar Funds for any expenses in excess of 0.80% of
    each Fund's average daily net assets. In the absence of the investment
    adviser's expense reimbursements, the actual expenses that would have been
    paid by each Fund during its fiscal year ended December 31, 1996 would have
    been 1.40% for Income and Growth Fund and 1.68% for Multi-Sector Bond Fund.
    
 
   
(d) On July 11, 1996, shareholders approved an increase in the fees payable to
    Putnam Management under the Management Contract for Putnam VT Utilities
    Growth and Income Fund. The management fees and total expenses shown in the
    table have been restated to reflect the increase. Actual management fees and
    total expenses were 0.64% and 0.73%, respectively.
    
 
WHAT CHARGES DO WE MAKE AGAINST EACH PREMIUM PAYMENT?
    We deduct an amount (the Premium Expense Charge) from each premium and
credit the remaining premium (the Net Premium) to the Fixed Account or to the
Variable Account in accordance with your instructions. The Premium Expense
Charge is 5.00% of each premium payment, which consists of a sales charge of
2.50% and a premium tax charge of 2.50%. Although we do not currently do so, we
may choose to make an additional charge of up to $2.00 per premium payment as
part of the Premium Expense Charge to reimburse us for premium processing
expenses. See "Deductions and Charges -- Premium Expense Charge".
 
WHAT CHARGES DO WE MAKE AGAINST THE ACCUMULATION VALUE?
    The Accumulation Value of the Policy is subject to several charges -- the
Monthly Deduction and transfer and partial withdrawal charges.
 
                                       12
<PAGE>
    The Monthly Deduction will be deducted monthly from both the Fixed
Accumulation Value and the Variable Accumulation Value and includes the cost of
insurance, the Monthly Administrative Charge, the Monthly Mortality and Expense
Risk Charge, and charges for optional insurance benefits. The cost of insurance
will be determined by multiplying the applicable cost of insurance rate(s) by
the net amount at risk. The Monthly Administrative Charge is currently $8.25 per
month and is guaranteed not to exceed $12.00 per month. The Monthly Mortality
and Expense Risk Charge will be equal to one-twelfth of .9 of 1% (.90%) of the
Variable Accumulation Value (that is, the total value attributable to a specific
Policy in the Sub-Accounts of the Variable Account) of the Policy during the
first 10 Policy Years. Beginning on Policy Year 11 and each year thereafter this
monthly charge will be one-twelfth of .45 of 1% (.45%) guaranteed not to exceed
 .9 of 1% (.90%) for the duration of the Policy. The charges for optional
insurance benefits will vary depending upon the benefit(s) selected. See
"Deductions and Charges -- Monthly Deduction".
 
    There is currently no charge imposed for each transfer but we presently
charge $10.00 for each partial withdrawal. The charge for transfers and partial
withdrawals is guaranteed not to exceed $25.00 per transfer or partial
withdrawal. See "Deductions and Charges -- Transfer and Partial Withdrawal
Charges".
 
WHAT CHARGES DO WE MAKE UPON LAPSE OR TOTAL SURRENDER OF THE POLICY?
    During the first 15 years the Policy is in force and the first 15 years
following a requested increase in the Face Amount, there is a charge if the
Policy lapses or you surrender the Policy (the Surrender Charge). The Surrender
Charge consists of the Contingent Deferred Sales Charge to recover our sales
expenses, and the Contingent Deferred Administrative Charge to recover our
policy issue expenses. See "Deductions and Charges -- Surrender Charge".
 
    The maximum Contingent Deferred Sales Charge and the maximum Contingent
Deferred Administrative Charge on the initial Face Amount and on any requested
increases in Face Amount will be determined on the Policy Date and on the
effective date of any such requested increase, as the case may be. These maximum
charges then remain level during the first five years in the relevant 15-year
period, and then reduce in equal monthly increments until they become zero at
the end of 15 years. Thus, if the Policy remains in force during the entire
relevant 15-year period, you do not pay this charge.
 
    The Contingent Deferred Administrative Charge on the initial Face Amount
will depend upon the initial Face Amount. The Contingent Deferred Administrative
Charge on any requested increase in Face Amount will depend upon the Face Amount
of the increase. During the first five years in the relevant 15-year period,
this charge is $5.00 per $1,000 of Face Amount.
 
    The Contingent Deferred Sales Charge on the initial Face Amount will depend
upon the initial Face Amount, the Insured's Age on the Policy Date, and the
Insured's sex. The Contingent Deferred Sales Charge on any requested increase in
Face Amount will depend upon the Face Amount of the increase, the Insured's Age
on the effective date of the increase, and the Insured's sex (see Appendix D).
 
    The Contingent Deferred Sales Charge applicable to Policies issued in
Massachusetts and Montana will not be affected by the Insured's sex. Therefore,
the Contingent Deferred Sales Charge applied to Policies issued in these two
states will differ from the charge made on Policies issued in other states.
Also, the Contingent Deferred Sales Charge applied to Policies issued in
Pennsylvania may be higher or lower than in other states depending on the
Insured's Age and sex.
 
    The Surrender Charge imposed upon early surrender or lapse will be
significant. As a result, you should purchase a Policy only if you have the
financial capability to keep it in force for a substantial period of time.
 
WHAT IS THE VALUE OF THE POLICY IF YOU SURRENDER IT?
    In general, the Cash Surrender Value is the amount you would receive if you
surrender the Policy. To determine the Cash Surrender Value, your Accumulation
Value is reduced by the Surrender Charge, if any, and any Loan Amount and unpaid
Monthly Deductions. During the first two Policy Years and the first two Policy
Years following an increase in the Face Amount, you may also be entitled to a
refund of a portion of any charges made for sales expenses. See "Surrender
Benefits -- Total Surrender" and "Sales Charge Refund".
 
                                       13
<PAGE>
CAN YOU MAKE PARTIAL WITHDRAWALS?
    Yes, you can withdraw part of your Cash Surrender Value. You will not incur
a Surrender Charge, but partial withdrawals are subject to a processing charge.
We currently make a $10.00 charge for each partial withdrawal. The charge is
guaranteed not to exceed $25.00 per partial withdrawal. Only one partial
withdrawal is allowed in any Policy Year. See "Surrender Benefits -- Partial
Withdrawal".
 
WHAT ARE THE FREE LOOK AND CONVERSION RIGHTS?
    You have a limited free look period during which you have a right to return
the Policy and receive a refund of all premiums paid. See "Free Look and
Conversion Rights -- Free Look Rights". The Policy must be returned to us by the
latest of:
 
    - Midnight of the 20th day after you receive it;
 
    - Midnight of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your application for the Policy is
      signed.
 
    Also, the Policy may in effect be converted in whole or in part to a "fixed
benefit" policy (providing benefits that do not vary with the investment
performance of the Variable Account) at any time by transferring all or part of
the Accumulation Value of the Policy from the Variable Account to the Fixed
Account. For policies issued in Connecticut and New Jersey, the conversion right
may be exercised by transferring to a different permanent fixed benefit life
insurance policy offered by us in those states. See "Free Look and Conversion
Rights -- Conversion Rights".
 
    Similar free look and conversion rights will be available for requested
increases in the Face Amount. See "Free Look and Conversion Rights".
 
CAN YOU TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT?
    Subject to certain restrictions, you can transfer all or part of your
Accumulation Value between the investment options of the Policy. We currently
allow up to twelve transfers per year. Transfers from the Fixed Account are
subject to certain additional restrictions. We reserve the right to limit you to
four transfers per year and to make a charge for each transfer. (Transfers to or
from the Fixed Account are not available for policies issued in New Jersey.) We
currently make no charge for each transfer. This charge is guaranteed not to
exceed $25.00 per transfer. To the extent, however, that you request a transfer
from the Variable Account to the Fixed Account in connection with exercising
your conversion rights under the Policy (see "Free Look and Conversion Rights --
Conversion Rights"), the limit on the number of transfers and the charge will
not apply. See "Transfers".
 
CAN YOU BORROW AGAINST THE VALUE OF THE POLICY?
   
    Although we reserve the right to limit borrowing during the first Policy
Year, you can borrow up to 75% of the Cash Value of the Policy less any existing
Loan Amount. (In Texas, the percentage is 100% and in Alabama, Maryland and
Virginia, the percentage is 90%. In Indiana you can borrow up to 75% of the Cash
Value of the Policy during the first Policy Year.) Each loan must be at least
$500, except in Connecticut it must be at least $200. Interest is payable in
advance for each Policy Year and accrues daily at an effective annual rate that
will not exceed 8.00% (which is 7.40% when payable in advance). After the tenth
Policy Year, we will charge interest at an annual rate of 5.50% (which is 5.21%
when payable in advance) on the portion of your Loan Amount that is not in
excess of (a) the Accumulation Value, less (b) the total of all premiums paid
net of all partial withdrawals. See "Policy Loans".
    
 
ARE DEATH BENEFIT PROCEEDS TAXABLE INCOME TO THE BENEFICIARY?
    Under current Federal tax law, as long as the Policy qualifies as life
insurance the Death Benefit under the Policy will be subject to the same Federal
income tax treatment as proceeds of traditional life insurance. Therefore, the
Death Benefit should not be taxable income to the beneficiary. See "Federal Tax
Matters -- Policy Proceeds".
 
ARE ACCUMULATION VALUE INCREASES INCLUDED IN YOUR TAXABLE INCOME?
    Under current Federal tax law, as long as the Policy qualifies as life
insurance Accumulation Value increases will also be subject to the same Federal
income tax treatment as traditional life insurance cash values. Therefore, any
increases should accumulate on a tax deferred basis. See "Federal Tax Matters --
Policy Proceeds".
 
                                       14
<PAGE>
WILL EXERCISING CERTAIN POLICY RIGHTS HAVE TAX CONSEQUENCES?
    A change of owners, a partial withdrawal, a total surrender, or a Policy
loan may have tax consequences depending on the particular circumstances. See
"Federal Tax Matters -- Policy Proceeds".
 
WHO SELLS THE POLICIES?
    The Policies are sold by licensed insurance agents who are also registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 and who are members of the National Association of Securities Dealers,
Inc. Washington Square Securities, Inc., an affiliate of ours, is the Principal
Underwriter of the Policies. See "Distribution of the Policies".
 
PART 2. DETAILED INFORMATION
 
   
RELIASTAR LIFE INSURANCE COMPANY
    
 
   
    We are a stock life insurance company organized in 1885 and incorporated
under the laws of the State of Minnesota. Effective January 3, 1989, we
converted from a stock and mutual life insurance company to a stock life
insurance company, and through a merger, we became a direct, wholly-owned
subsidiary of ReliaStar Financial Corp. (formerly known as The NWNL Companies,
Inc.). We offer individual life insurance and annuities, employee benefits and
retirement contracts. The Policies described in this Prospectus are
nonparticipating. On a consolidated basis, we have $190 billion of life
insurance in force and our assets are $16.7 billion. Our Home Office is at 20
Washington Avenue South, Minneapolis, Minnesota 55401 (telephone 612-372-5507).
    
 
THE VARIABLE ACCOUNT
 
    The Variable Account is a Separate Account of ours, established by the Board
of Directors on October 11, 1984 pursuant to the laws of the State of Minnesota.
The Variable Account will receive and invest the Net Premiums paid and allocated
to it under this Policy. In addition, the Variable Account currently receives
and invests net premiums for another class of flexible premium variable life
insurance policy and may do so for additional classes in the future. The
Variable Account meets the definition of a "separate account" under the federal
securities laws and has been registered with the SEC as a unit investment trust
under the Investment Company Act of 1940. The registration does not involve
supervision by the SEC of the management or investment policies or practices of
the Variable Account, us, or the Funds.
 
    We own the assets of the Variable Account. However, the Minnesota laws under
which the Variable Account was established provide that the Variable Account
cannot be charged with liabilities arising out of any other business we may
conduct. We are required to maintain assets which are at least equal to the
reserves and other liabilities of the Variable Account. We may transfer assets
which exceed these reserves and liabilities to our general account (the Fixed
Account).
 
   
    For a description of the Fixed Account, see Appendix A to this Prospectus.
    
 
PERFORMANCE INFORMATION
 
    Performance information for the Sub-Accounts of the Variable Account and the
Funds available for investment by the Variable Account may appear in
advertisements, sales literature, or reports to Policy owners or prospective
purchasers. Performance information for the Sub-Accounts will reflect deductions
of Fund expenses and be adjusted to reflect the Mortality and Expense Risk
Charge, but will not reflect deductions for the cost of insurance or the
Surrender Charge. Quotations of performance information for the Funds will be
accompanied by performance information for the Sub-Accounts. Performance
information for the Funds will take into account all fees and charges at the
Fund level, but will not reflect any deductions from the Variable Account.
Performance information reflects only the performance of a hypothetical
investment during a particular time period in which the calculations are based.
Performance information showing total returns and average annual total returns
may be provided for periods prior to the date a Sub-Account commenced operation.
Such performance information will be calculated based on the assumption that the
Sub-Accounts were in existence for the same periods as those indicated for the
Funds, with the level of charges at the Variable
 
                                       15
<PAGE>
Account level that were in effect at the inception of the Sub-Accounts.
Performance information should be considered in light of the investment
objectives and policies, characteristics and quality of the portfolio of the
Fund in which the Sub-Account invests, and the market conditions during the
given period of time, and should not be considered as a representation of what
may be achieved in the future.
 
    We may also provide individualized hypothetical illustrations of Policy
Accumulation Value, Cash Surrender Value and Death Benefit based on historical
investment returns of the Funds. These illustrations will reflect deductions for
Fund expenses and Policy and Variable Account charges, including the Monthly
Deduction, Premium Expense Charge and the Surrender Charge. These hypothetical
illustrations will be based on the actual historical experience of the Funds as
if the Sub-Accounts had been in existence and a Policy issued for the same
periods as those indicated for the Funds.
 
   
    Performance of the Sub-Accounts and/or the Funds as reported from time to
time in advertisements and sales literature may be compared to other variable
life insurance issuers in general or to the performance of particular types of
variable life insurance policies investing in mutual funds, or investment series
of mutual funds with investment objectives similar to each of the Sub-Accounts,
whose performance is reported by Lipper Analytical Services, Inc. ("Lipper") and
Morningstar, Inc. ("Morningstar") or reported by other series, companies,
individuals or other industry or financial publications of general interest,
such as FORBES, MONEY, THE WALL STREET JOURNAL, BUSINESS WEEK, BARRON'S,
KIPLINGER'S, and FORTUNE. Lipper and Morningstar are independent services which
monitor and rank the performances of variable life insurance issuers in each of
the major categories of investment objectives on an industry-wide basis.
    
 
    Lipper's and Morningstar's rankings include variable annuity issuers as well
as variable life insurance issuers. The performance analysis prepared by Lipper
and Morningstar ranks such issuers on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges, redemption fees
or certain expense deductions at the separate account level into consideration.
 
    We may also compare the performance of each Sub-Account in advertising and
sales literature to the Standard & Poor's Index of 500 common stocks and the Dow
Jones Industrials, which are widely used measures of stock market performance.
We may also compare the performance of each Sub-Account to other widely
recognized indices. Unmanaged indices may assume the reinvestment of dividends,
but typically do not reflect any "deduction" for the expense of operating or
managing an investment portfolio.
 
THE POLICIES
 
    The Policies are flexible premium variable life insurance contracts with
death benefits, cash values, and other features of traditional life insurance
contracts. They are "flexible premium" because premiums do not have to be paid
according to a fixed schedule. They are "variable" because, to the extent
Accumulation Value is attributable to the Variable Account, Accumulation Values
and, under certain circumstances, the Death Benefit will increase and decrease
based on the investment performance of the Funds to which you allocate your
premium payments.
 
DEATH BENEFIT
 
    Like traditional life insurance, we pay a death benefit if the Insured dies
while the Policy is in force. The proceeds payable upon the death of the Insured
will be the Death Benefit (see "Death Benefit Options" below) reduced by any
Loan Amount and unpaid Monthly Deductions. All or part of the proceeds may be
paid in cash to your beneficiaries or under one or more of the settlement
options we offer (see "General Provisions -- Settlement Options").
 
    The Policy provides two Death Benefit Options: the Level Amount Option and
the Variable Amount Option. You choose the Death Benefit Option on the
application for the Policy. Subject to certain limitations, you can change the
Death Benefit Option after issuance of the Policy. See "Death Benefit -- Change
in Death Benefit Option".
 
    The Death Benefit may vary with the Policy's Accumulation Value. Under the
Level Amount Option, the Death Benefit will only vary with the Accumulation
Value whenever the Accumulation Value multiplied by the corridor percentage (see
"Death Benefit Options -- Level Amount Option") exceeds the Face Amount of the
Policy. The Death Benefit under the Variable Amount Option will always vary with
the Accumulation Value because the Death Benefit equals the Face Amount plus the
 
                                       16
<PAGE>
Accumulation Value, or the corridor percentage of the Accumulation Value. Under
either Death Benefit Option, however, the Death Benefit will never be less than
the current Face Amount of the Policy and will be payable only as long as the
Policy remains in force.
 
    In addition to affecting the amount of the Death Benefit as described above,
the Accumulation Value generally determines how long the Policy remains in
force. See "Policy Lapse and Reinstatement". This means that, to the extent
Accumulation Value is attributable to the Variable Account, the investment
performance of the Variable Account (and the underlying Funds) may affect the
duration of the Policy by affecting the amount of Accumulation Value. You bear
the investment risk with respect to any amounts allocated to the Variable
Account. If, however, the Death Benefit Guarantee is in effect (see "Death
Benefit Guarantee"), the Policy will stay in force until the Insured reaches Age
65 (or five Policy Years, if longer) without regard to the investment
performance under the Policy.
 
    Appendix C illustrates Accumulation Values, Surrender Charges, Cash
Surrender Values, and Death Benefits assuming different levels of premium
payments and investment returns for selected Ages and Face Amounts.
 
DEATH BENEFIT OPTIONS
    The Level Amount Option and the Variable Amount Option are described below.
 
    LEVEL AMOUNT OPTION. The Death Benefit is the greater of the current Face
Amount of the Policy or the corridor percentage of Accumulation Value on the
Valuation Date on or next following the date of the Insured's death. The
corridor percentage is 250% for an Insured Age 40 or below, and the percentage
declines with increasing Ages as shown in the Corridor Percentage Table on page
17. Accordingly, under the Level Amount Option the Death Benefit will remain
level unless the corridor percentage of Accumulation Value exceeds the current
Face Amount, in which case the amount of the Death Benefit will vary as the
Accumulation Value varies.
 
    ILLUSTRATION OF LEVEL AMOUNT OPTION. For purposes of this illustration,
assume that the Insured is under Age 40, and that there is no Loan Amount. Under
the Level Amount Option, a Policy with a $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 corridor percentage is less than the Face
Amount, the Death Benefit will equal the current Face Amount of the Policy.
 
    The corridor percentage becomes lower as the Insured's Age increases. If the
current Age of the Insured in the illustration above were, for example, 50
(rather than under Age 40), the corridor percentage would be 185%. The Death
Benefit would not exceed the $100,000 Face Amount unless the Accumulation Value
exceeded approximately $54,055 (rather than $40,000), and each $1 then added to
or taken from the Accumulation Value would change the Death Benefit by $1.85
(rather than $2.50).
 
                                       17
<PAGE>
                           CORRIDOR PERCENTAGE TABLE
 
<TABLE>
<CAPTION>
    Insured's Age on
     Previous Policy         Corridor Percentage
       Anniversary          of Accumulation Value
- -------------------------  -----------------------
<S>                        <C>
      40 or younger                     250%
           41                           243
           42                           236
           43                           229
           44                           222
           45                           215
           46                           209
           47                           203
           48                           197
           49                           191
           50                           185
           51                           178
           52                           171
           53                           164
           54                           157
           55                           150
           56                           146
           57                           142
           58                           138
           59                           134
           60                           130
           61                           128
           62                           126
           63                           124
           64                           122
           65                           120
           66                           119
           67                           118
           68                           117
           69                           116
           70                           115
           71                           113
           72                           111
           73                           109
           74                           107
          75-90                         105
           91                           104
           92                           103
           93                           102
           94                           101
           95                           100
</TABLE>
 
    VARIABLE AMOUNT OPTION. The Death Benefit is equal to the greater of the
current Face Amount plus the Accumulation Value of the Policy, or the corridor
percentage of the Accumulation Value on the Valuation Date on or next following
the date of the Insured's death. The corridor percentage is 250% for an Insured
Age 40 or below, and the percentage declines with increasing Age as shown in the
Corridor Percentage Table above. Accordingly, under the Variable Amount Option
the amount of the Death Benefit will always vary as the Accumulation Value
varies.
 
    ILLUSTRATION OF VARIABLE AMOUNT OPTION. For purposes of this illustration,
assume that the Insured is under Age 40 and that there is no Loan Amount. Under
the Variable Amount Option, a Policy with a Face Amount of $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
 
                                       18
<PAGE>
$140,000 ($100,000 + $40,000). The Death Benefit, however, must be at least 250%
of the Accumulation Value. As a result, if the Accumulation Value of the Policy
exceeds approximately $66,667, the Death Benefit will be greater than the Face
Amount plus the Accumulation Value. Each additional dollar of the Accumulation
Value above $66,667 will increase the Death Benefit by $2.50. Thus, if the
Accumulation Value exceeds $66,667 and increases by $100 because of investment
performance or premium payments, the Death Benefit will increase by $250. A
Policy owner with an Accumulation Value of $75,000 will be entitled to a Death
Benefit of $187,500 ($75,000 X 250%); an Accumulation Value of $100,000 will
yield a Death Benefit of $250,000 ($100,000 X 250%); and an Accumulation Value
of $125,000 will yield a Death Benefit of $312,500 ($125,000 X 250%).
 
    Similarly, any time the Accumulation Value exceeds $66,667, each dollar
taken out of the Accumulation Value will reduce the Death Benefit by $2.50. If,
for example, the Accumulation Value is reduced from $75,000 to $70,000 because
of partial withdrawals, charges, or negative investment performance, the Death
Benefit will be reduced from $187,500 to $175,000. If at any time, however, the
Accumulation Value multiplied by the corridor percentage is less than the Face
Amount plus the Accumulation Value, then the Death Benefit will be the current
Face Amount plus the Accumulation Value of the Policy.
 
    The corridor percentage becomes lower as the Insured's Age increases. If the
current Age of the Insured in the illustration above were, for example, 50
(rather than under 40), the corridor percentage would be 185%. The amount of the
Death Benefit would be the sum of the Accumulation Value plus $100,000 unless
the Accumulation Value exceeded approximately $117,647 (rather than $66,667),
and each $1 then added to or taken from the Accumulation Value would change the
Death Benefit by $1.85 (rather than $2.50).
 
WHICH DEATH BENEFIT OPTION TO CHOOSE
    If you prefer to have premium payments and favorable investment performance
reflected partly in the form of an increasing Death Benefit, you should choose
the Variable Amount Option. If you are satisfied with the amount of your
existing insurance coverage and prefer to have premium payments and favorable
investment performance reflected to the maximum extent in the Accumulation
Value, you should choose the Level Amount Option.
 
REQUESTED CHANGES IN FACE AMOUNT
   
    Subject to certain limitations, you may request an increase or decrease in
the Face Amount. We reserve the right to limit increases and decreases in the
Face Amount during the first two Policy Years.
    
 
    INCREASES. For an increase in the Face Amount, a written request must be
submitted to us. We may also require additional evidence of insurability
satisfactory to us. The effective date of the increase will be the Monthly
Anniversary on or next following our approval of the increase. The increase may
not be less than $5,000 and no increase will be permitted after the Insured
reaches Age 75. We will deduct any charges associated with the increase (the
increases in the cost of insurance and the Surrender Charge upon lapse or total
surrender -- see "Effect of Requested Changes in Face Amount" below) from the
Accumulation Value, whether or not you pay an additional premium in connection
with the increase. You will be entitled to limited free look, conversion, and
refund rights with respect to requested increases in Face Amount. See "Sales
Charge Refund" and "Free Look and Conversion Rights".
 
    DECREASES. For a decrease in the Face Amount, a written request must also be
submitted to us. Any decrease in the Face Amount will be effective on the
Monthly Anniversary on or next following our receipt of a written request. You
cannot request a decrease in the Face Amount more frequently than once every six
months. The Face Amount remaining in force after any requested decrease may not
be less than the Minimum Face Amount shown in the Policy. Under our current
policies, the Minimum Face Amount is $25,000, but we reserve the right to
establish a different Minimum Face Amount in the future. If, following a
decrease in Face Amount, the Policy would no longer qualify as life insurance
under Federal tax law (see "Federal Tax Matters -- Policy Proceeds"), the
decrease will be limited to the extent necessary to meet these requirements.
 
    For purposes of determining the cost of insurance, decreases in the Face
Amount will be applied to reduce the current Face Amount in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
    (b) The next most recent increases successively; and
 
    (c) The Face Amount when the Policy was issued.
 
                                       19
<PAGE>
    By reducing the current Face Amount in this manner, the Rate Class
applicable to the most recent increase in Face Amount will be eliminated first,
then the Rate Class applicable to the next most recent increase, and so on, for
the purposes of calculating the cost of insurance. This assumption will affect
the cost of insurance under the Policy only if different Rate Classes have been
applied to the current Face Amount. A Rate Class is a group of Insureds we
determine based upon our expectation that they will have similar mortality
experience. We currently place Insureds into standard Rate Classes or into
substandard Rate Classes that involve a higher mortality risk (for example, a
200% Rate Class or a 300% Rate Class). In an otherwise identical Policy, an
Insured in the standard Rate Class will have a lower cost of insurance than an
Insured in a substandard Rate Class with higher mortality risks. See "Deductions
and Charges -- Monthly Deduction".
 
    For example, assume that the initial Face Amount was $50,000 with a standard
Rate Class, and that successive increases of $25,000 (at a Rate Class of 200%)
and $50,000 (at a Rate Class of 300%) were added. If a decrease of $50,000 or
less is requested, the amount of insurance at a 300% Rate Class will be reduced
first. If a decrease of more than $50,000 is requested, the amount at a 300%
Rate Class will be eliminated, and the excess over $50,000 will next reduce the
amount of insurance at a 200% Rate Class.
 
    EFFECT OF REQUESTED CHANGES IN FACE AMOUNT. An increase or decrease in Face
Amount will affect the Monthly Deduction because the cost of insurance depends
upon the Face Amount. The charge for certain optional insurance benefits may
also be affected. See "Deductions and Charges -- Monthly Deduction". An increase
in the Face Amount will increase the Surrender Charge, but a decrease in the
Face Amount will not reduce the Surrender Charge. The Surrender Charge is,
however, imposed only upon lapse or total surrender of the Policy and not upon a
requested decrease in Face Amount. See "Deductions and Charges -- Surrender
Charge".
 
    An increase in the Face Amount will increase the Minimum Monthly Premium as
of the effective date of the increase. Therefore, additional premium payments
may be required to maintain the Death Benefit Guarantee. A decrease in the Face
Amount will reduce the Minimum Monthly Premium as of the effective date of the
decrease. See "Death Benefit Guarantee".
 
    The additional Surrender Charge on a requested increase in the Face Amount
will reduce the Cash Surrender Value (which is the Accumulation Value less any
Surrender Charge, Loan Amount and unpaid Monthly Deductions). If the resulting
Cash Surrender Value is not sufficient to cover the Monthly Deduction, the
Policy may lapse unless the Death Benefit Guarantee is in effect. See "Policy
Lapse and Reinstatement -- Lapse" and "Death Benefit Guarantee".
 
INSURANCE PROTECTION
    You may increase or decrease the pure insurance protection provided by the
Policy (that is, the difference between the Death Benefit and the Accumulation
Value) in one of several ways as insurance needs change. These ways include
increasing or decreasing the Face Amount of insurance, changing the level of
premium payments, and, to a lesser extent, making a partial withdrawal under the
Policy. Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:
 
(a) A decrease in the Face Amount will, subject to the corridor percentage
    limitations (see "Death Benefit -- Death Benefit Options"), decrease the
    pure insurance protection without reducing the Accumulation Value. If the
    Face Amount is decreased, the Policy charges generally will decrease as
    well. (Note that the Surrender Charge will NOT be reduced. See "Deductions
    and Charges -- Surrender Charge".)
 
(b) An increase in the Face Amount (which is generally subject to underwriting
    approval -- see "Death Benefit -- Requested Changes in Face Amount") will
    likely increase the amount of pure insurance protection, depending on the
    amount of Accumulation Value and the resultant corridor percentage
    limitation. If the insurance protection is increased, the Policy charges
    generally will increase as well.
 
(c) A partial withdrawal will reduce the Death Benefit. See "Surrender Benefits
    -- Partial Withdrawal". However, it has a limited effect on the amount of
    pure insurance protection and charges under the Policy, because the decrease
    in the Death Benefit is usually equal to the amount of Accumulation Value
    withdrawn. The primary use of a partial withdrawal is to withdraw
    Accumulation Value. Furthermore, it results in a reduced amount of
    Accumulation Value and increases the possibility that the Policy will lapse.
 
                                       20
<PAGE>
(d) Under the Level Amount Option, until the corridor percentage of Accumulation
    Value exceeds the Face Amount, (i) an increased level of premium payments
    will reduce the amount of pure insurance protection, and (ii) a reduced
    level of premium payments will increase the amount of pure insurance
    protection.
 
(e) Under the Variable Amount Option, until the corridor percentage of
    Accumulation Value exceeds the Face Amount plus the Accumulation Value, the
    level of premium payments will not affect the amount of pure insurance
    protection. (However, both the Accumulation Value and the Death Benefit will
    be increased if premium payments are increased, and reduced if premium
    payments are reduced.)
 
(f) Under either Death Benefit Option, if the Death Benefit is the corridor
    percentage of Accumulation Value, then (i) an increased level of premium
    payments will increase the amount of pure insurance protection (subject to
    underwriting approval -- see "Payment and Allocation of Premiums -- Amount
    and Timing of Premiums"), and (ii) a reduced level of premium payments will
    reduce the pure insurance protection.
 
    THE TECHNIQUES DESCRIBED IN THIS SECTION FOR CHANGING THE AMOUNT OF PURE
    INSURANCE PROTECTION UNDER THE POLICY (FOR EXAMPLE, CHANGING THE FACE
    AMOUNT, MAKING A PARTIAL WITHDRAWAL, AND CHANGING THE AMOUNT OF PREMIUM
    PAYMENTS) MUST BE CONSIDERED TOGETHER WITH THE OTHER RESTRICTIONS AND
    CONSIDERATIONS DESCRIBED ELSEWHERE IN THIS PROSPECTUS.
 
CHANGE IN DEATH BENEFIT OPTION
    After the first two Policy Years, you may change the Death Benefit Option.
You must submit a written request to change the Death Benefit Option. A change
in the Death Benefit Option will also change the Face Amount. If the Death
Benefit Option is changed from the Level Amount Option to the Variable Amount
Option, the Face Amount will be decreased by an amount equal to the Accumulation
Value on the effective date of the change. You cannot change from the Level
Amount Option to the Variable Amount Option if the resulting Face Amount would
fall below the Minimum Face Amount (currently $25,000).
 
    If the Death Benefit Option is changed from the Variable Amount Option to
the Level Amount Option, the Face Amount will be increased by an amount equal to
the Policy's Accumulation Value on the effective date of the change.
 
    An increase or decrease in Face Amount resulting from a change in the Death
Benefit Option will affect the future Monthly Deductions because the cost of
insurance depends upon the Face Amount. The charge for certain optional
insurance benefits may also be affected. See "Deductions and Charges -- Monthly
Deduction". The Surrender Charge, however, will not be affected by an increase
or decrease in Face Amount resulting from a change in Death Benefit Option.
 
    Changes in the Death Benefit Option do not require additional evidence of
insurability.
 
ACCELERATED BENEFIT RIDER
    Under certain circumstances, the Accelerated Benefit Rider allows a Policy
owner to accelerate benefits from the Policy that would be otherwise payable
upon the death of the Insured. The benefit may vary state-by-state and your
registered representative should be consulted as to whether and to what extent
the rider is available in a particular state and on any particular Policy.
 
    Generally, we will provide an Accelerated Benefit if the Insured has a
terminal illness that will result in the death of the Insured within 12 months,
as certified by a physician.
 
    The Accelerated Benefit will not be more than 50% of the amount that would
be payable at the death of the Insured. The Accelerated Benefit will first be
used to pay off any outstanding Policy loans and interest due. The remainder of
the Accelerated Benefit will be in a lump sum to the Policy owner. Limitations,
as described in the Accelerated Benefit Rider, may apply.
 
    A lien will be established against the Policy for the amount of the
Accelerated Benefit plus the administrative charge, plus interest on the lien.
Any proceeds from the Policy will be first used to repay this lien. The Policy
owner's access to the Cash Value will be reduced by the amount of the lien. The
proceeds payable to the beneficiary will be reduced by the amount of the lien.
 
    The administrative charge will not exceed $300 and will be assessed at the
time the benefit is accelerated.
 
                                       21
<PAGE>
    The premium payable on the Policy will not be affected by the Accelerated
Benefit.
 
    Receipt of a benefit under the Accelerated Benefit Rider may give rise to
Federal or State income tax. A competent tax adviser should be consulted for
further information.
 
    The above information is not intended to be a complete summary of the Rider.
All of the terms and provisions of the Accelerated Benefit Rider are set forth
in the Rider and should be referred to in order to fully ascertain its benefits
and limitations.
 
PAYMENT AND ALLOCATION OF PREMIUMS
 
ISSUING THE POLICY
    To apply for a Policy, an individual must complete an application and
personally deliver it to our licensed agent. The minimum Face Amount is
currently $25,000, but we reserve the right to specify a different minimum Face
Amount in the future for issuing a new Policy. We will generally only issue a
Policy to an applicant Age 75 or less who supplies evidence of insurability
satisfactory to us. Acceptance is subject to our underwriting rules and we
reserve the right to reject an application for any reason permitted by law.
 
    SPONSORED MARKET PLANS. Policies may be purchased under sponsored
arrangements where permitted by state law. A "sponsored arrangement" includes an
arrangement where an employer permits group solicitation of its employees or an
association permits group solicitations of its members for the purchase of
Policies on an individual basis.
 
    All participants in sponsored arrangements are individually underwritten.
Persons purchasing under a sponsored arrangement may apply for simplified
underwriting. If simplified underwriting is granted, the cost of insurance may
increase as a result of higher than anticipated mortality experience. However,
any such increase will not cause the cost of insurance charge to exceed the
guaranteed rates set forth in the Policy.
 
    COVERAGE. Coverage under a Policy begins on the later of the Issue Date or
the date we receive at least the minimum initial premium (see immediately
following section). In general, if the applicant pays at least the minimum
initial premium with the application, the Issue Date will be the later of the
date of the application or the date of any medical examination required by our
underwriting procedures. However, if underwriting approval has not occurred
within 45 days after we receive the application or if you authorize premiums to
be paid by bank account monthly deduction, the Issue Date will be the date of
underwriting approval.
 
    If you authorize premiums to be paid by government allotment, the Issue Date
generally will be, subject to our underwriting approval, the first day of the
month in which we receive the first Minimum Monthly Premium through government
allotment, whether or not a Minimum Monthly Premium is collected with the
application. If a Minimum Monthly Premium is collected with the application, it
will be allocated to the Sub-Accounts of the Variable Account and the Fixed
Account on the Valuation Date next following the Issue Date.
 
    MINIMUM INITIAL PREMIUM. The minimum initial premium is three Minimum
Monthly Premiums (see "Death Benefit Guarantee"). If, however, you authorize
premiums to be paid by bank account monthly deduction or government allotment,
we will accept one Minimum Monthly Premium together with the required
authorization forms. The Minimum Monthly Premium is specified in the Policy and
determines the payments required to maintain the Death Benefit Guarantee.
 
    TEMPORARY INSURANCE. At the time the application is taken, the applicant can
receive temporary insurance coverage by paying a premium equal to 10% of
annualized Minimum Monthly Premium. The temporary insurance will be for the face
amount specified in the premium receipt and will be effective until the earliest
of the following:
 
    - The date the coverage under the Policy is effective.
 
    - The date the applicant receives an offer for an alternative policy, a
      notice of termination of temporary insurance coverage, or notice that we
      have rejected the application.
 
    - The date of death of the proposed Insured, any proposed additional
      Insured, or any proposed Insured child.
 
    - The 75th day after the date of the receipt for the temporary insurance.
 
                                       22
<PAGE>
    CREDITING NET PREMIUMS. We will credit Net Premiums to the Sub-Accounts of
the Variable Account and to the Fixed Account (except for policies issued in New
Jersey) on the basis of the applicant's allocation on the latest of the
following dates:
 
    - The Valuation Date following the date of underwriting approval.
 
    - The Valuation Date on or next following the Policy Date.
 
    - The Valuation Date on or next following the date we have received at least
      the required minimum initial premium payment.
 
    - In the case of Policies issued under government allotment programs, the
      Valuation Date next following the Issue Date.
 
    Until the date on which Net Premiums are credited as described above,
premium payments will be held in our General Account. No interest will be earned
on these premium payments during this period of time.
 
    REFUNDING PREMIUM. We will return all premiums paid without interest if any
of the following occur:
 
    - We send notice to the applicant that the insurance is declined.
 
    - The applicant refuses an offer for an alternative policy.
 
    - The applicant does not supply required medical exams or tests within 30
      days of the date of the application.
 
    - The applicant returns the Policy under the limited free look right. See
      "Free Look and Conversion Rights -- Free Look Rights".
 
ALLOCATION OF PREMIUMS
   
    You choose the initial allocation of your Net Premiums (your gross premiums
less the Premium Expense Charge) to the Fixed Account and the Sub-Accounts of
the Variable Account on the application for the Policy. (The Fixed Account is
not available for Net Premium allocation under policies issued in New Jersey.)
If you fail to instruct us where to allocate your Net Premiums, we reserve the
right to place them in the Money Market Portfolio. You may change the allocation
at any time by notifying us in writing. Changes will not be effective until the
date we receive your request and will only affect premiums we receive on or
after that date. The new premium allocation may be 100% to any Account or
divided in whole percentage points totaling 100%. We reserve the right to adjust
any allocation to eliminate fractional percentages. Changing the current premium
allocation will not affect the allocation of existing Accumulation Value.
    
 
AMOUNT AND TIMING OF PREMIUMS
    The amount and frequency of premium payments will affect the Accumulation
Value, the Cash Surrender Value, and how long the Policy will remain in force
(including affecting whether the Death Benefit Guarantee is in effect -- see
"Death Benefit Guarantee"). After the initial premium, you may determine the
amount and timing of subsequent premium payments within the following
restrictions:
 
    - IN MOST CASES, PAYMENT OF CUMULATIVE PREMIUMS SUFFICIENT TO MAINTAIN THE
      DEATH BENEFIT GUARANTEE WILL BE REQUIRED TO KEEP THE POLICY IN FORCE
      DURING AT LEAST THE FIRST SEVERAL POLICY YEARS. SEE "DEATH BENEFIT
      GUARANTEE".
 
    - We may choose not to accept any premium less than $25.00.
 
    - We reserve the right to limit the amount of any premium payment. In
      general, during the first Policy Year we will not accept total premium
      payments in excess of $250,000 on the life of any Insured, whether such
      payments are received on a Policy or on any other insurance policy issued
      by us or our affiliates. Also, we will not accept any premium payment in
      excess of $50,000 on any Policy after the first Policy Year. At our
      discretion, however, we may waive any of these premium limitations.
 
    - We may require additional evidence of insurability satisfactory to us if
      any premium would increase the difference between the Death Benefit and
      the Accumulation Value (that is, the net amount at risk). A premium
      payment would increase the net amount at risk if at the time of payment
      the Death Benefit would be based upon the applicable percentage of
      Accumulation Value. See "Death Benefit -- Death Benefit Options".
 
    - In no event may the total of all premiums paid, both scheduled and
      unscheduled, exceed the current maximum premium payments allowed for life
      insurance under Section 7702 of the
 
                                       23
<PAGE>
      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 Refund) will
generally not be sufficient to cover the Monthly Deduction, so that the Death
Benefit Guarantee will be necessary to avoid lapse of the Policy. See "Policy
Lapse and Reinstatement". This occurs because the Surrender Charge usually
exceeds the Accumulation Value in these years. In this regard, you should
consider that if you request an increase in Face Amount, an additional Surrender
Charge would apply for the fifteen years following the increase, which could
create a similar possibility of lapse as exists during the early Policy Years.
Second, to the extent the Cash Surrender Value declines due to poor investment
performance, or due to an additional Surrender Charge after a requested
increase, the Cash Surrender Value may not be sufficient even in later Policy
Years to cover the Monthly Deduction, so that the Death Benefit Guarantee may
also be necessary in later Policy Years to avoid lapse of the Policy. THUS, EVEN
THOUGH THE POLICY PERMITS PREMIUM PAYMENTS THAT ARE LESS THAN THE MINIMUM
MONTHLY PREMIUMS, YOU MAY LOSE THE SIGNIFICANT PROTECTION PROVIDED BY THE DEATH
BENEFIT GUARANTEE BY PAYING LESS THAN THE MINIMUM MONTHLY PREMIUMS.
 
                                       24
<PAGE>
REQUIREMENTS
    The Death Benefit Guarantee will be in effect if the sum of all premiums
paid minus any partial withdrawals and any loans are equal to or greater than
the sum of the Minimum Monthly Premiums since the Policy Date.
 
    The requirements for the Death Benefit Guarantee must be satisfied as of
each Monthly Anniversary, even though you do not have to pay premiums monthly.
 
   
    EXAMPLE: The Policy Date is January 1, 1997. The Minimum Monthly Premium is
$100 per month. No Policy loans or partial withdrawals are taken and no Face
Amount changes have occurred.
    
 
    Case 1.  You pay $100 each month. The Death Benefit Guarantee is maintained.
 
   
    Case 2.  You pay $1,000 on January 1, 1997. The $1,000 maintains the Death
             Benefit Guarantee without your paying any additional premiums for
             the next 10 months (through October 31, 1997). However, you must
             pay at least $100 by November 1, 1997 to maintain the Death Benefit
             Guarantee through November 30, 1997.
    
 
    The amount of the initial Minimum Monthly Premium will be determined by us
at issuance of the Policy and will be shown in the Policy. The initial Minimum
Monthly Premium will depend upon the Insured's sex, Age at issue, Rate Class,
optional insurance benefits added by rider, and the initial Face Amount.
 
    The following Policy changes may change the Minimum Monthly Premium:
 
    - A requested increase or decrease in the Face Amount (see "Death Benefit --
      Requested Changes in Face Amount").
 
    - A change in the Death Benefit Option (see "Death Benefit -- Change in
      Death Benefit Option").
 
    - The addition or termination of a Policy rider (see "General Provisions --
      Optional Insurance Benefits").
 
    We will notify you in writing of any changes in the Minimum Monthly Premium.
 
    If, as of any Monthly Anniversary, you have not made sufficient premium
payments to maintain the Death Benefit Guarantee, we will send you notice of the
premium payment required to maintain it. If we do not receive the required
premium payment within 61 days from the date of our notice, the Death Benefit
Guarantee will terminate. THE DEATH BENEFIT GUARANTEE CANNOT BE REINSTATED.
 
    Even if the Death Benefit Guarantee terminates, the Policy will not
necessarily lapse. For a discussion of the circumstances under which the Policy
may lapse, see "Policy Lapse and Reinstatement".
 
ACCUMULATION VALUE
 
    The Accumulation Value of the Policy (that is, the total value attributable
to a specific Policy in the Variable Account and the Fixed Account) is equal to
the sum of the Variable Accumulation Value (the amount attributable to the
Variable Account) plus the Fixed Accumulation Value (the amount attributable to
the Fixed Account). The Accumulation Value should be distinguished from the Cash
Surrender Value that would actually be paid to you upon total surrender of the
Policy, which is the Accumulation Value less any Surrender Charge, Loan Amount
and unpaid Monthly Deductions. See "Surrender Benefits -- Total Surrender". The
Accumulation Value should also be distinguished from the Cash Value, which
determines the amount available for Policy loans, and is the Accumulation Value
less any Surrender Charge. See "Policy Loans." (During the first two Policy
Years and the first two years following a requested increase in Face Amount, you
may also be entitled to a Sales Charge Refund. See "Sales Charge Refund".)
 
    The Variable Accumulation Value will increase or decrease to reflect the
investment performance of the Funds in which Sub-Accounts of the Variable
Account have been invested. The Variable Accumulation Value will also be
increased by (a) any Net Premiums credited to the Variable Account and (b) any
transfers from the Fixed Account. The Variable Accumulation Value will also be
reduced by (a) the Monthly Deduction attributable to the Variable Account, (b)
partial withdrawals from the Variable Account, (c) any transfer and partial
withdrawal charges attributable to the Variable Account,
 
                                       25
<PAGE>
and (d) any amounts transferred from the Variable Account to the Fixed Account
(including amounts transferred from the Variable Account to the Fixed Account as
security for Policy loans -- see "Policy Loans"). The Variable Accumulation
Value will generally vary daily.
 
    The Fixed Accumulation Value will be increased by (a) any Net Premiums
credited to the Fixed Account, (b) any interest credited to the Fixed Account
(determined at our discretion, but guaranteed not to be less than 4%), and (c)
any amounts transferred from the Variable Account to the Fixed Account
(including amounts transferred to the Fixed Account as security for Policy loans
- -- see "Policy Loans"). The Fixed Accumulation Value will be reduced by (a) the
Monthly Deduction attributable to the Fixed Account, (b) partial withdrawals
from the Fixed Account, (c) any transfer and partial withdrawal charges
attributable to the Fixed Account, and (d) any amounts transferred from the
Fixed Account to the Variable Account.
 
    For a detailed discussion of the calculation of Accumulation Value, see
Appendix B. An illustration of various Accumulation Values, Surrender Charges,
Cash Surrender Values, and Death Benefits, assuming different levels of premium
payments and various investment returns for selected Ages and Face Amounts, is
shown in Appendix C.
 
DEDUCTIONS AND CHARGES
 
    Charges will be deducted in connection with the Policy to compensate us for
(a) providing the insurance benefits of the Policy (including any riders), (b)
administering the Policy, (c) assuming certain risks in connection with the
Policy, and (d) incurring expenses in distributing the Policy.
 
   
    Some of these charges are deducted from each premium payment. Certain other
charges are deducted monthly from both the Fixed Account and the Variable
Account, or from the Variable Account only. A charge is also made for each
partial withdrawal and a charge may be made for each transfer.
    
 
PREMIUM EXPENSE CHARGE
    We deduct a sales charge and a charge for premium taxes from each premium
payment. We may in the future deduct a premium processing charge from each
premium payment although we currently do not make this charge. The total of
these charges is called the Premium Expense Charge. The amount remaining after
we have deducted the Premium Expense Charge is called the Net Premium. The Net
Premium is then credited to the Fixed Account and the Sub-Accounts of the
Variable Account according to your allocation.
 
    SALES CHARGE. A sales charge of 2.50% of each premium payment will be
deducted to compensate us for expenses relating to the distribution of the
Policy, including agents' commissions, advertising, and the printing of the
prospectuses and sales literature for new and prospective buyers of this policy.
In addition, we may charge a contingent deferred sales charge if you surrender
the Policy or the Policy lapses. See "Deductions and Charges -- Surrender
Charge".
 
    PREMIUM TAX CHARGE. Various states and subdivisions impose a tax on premiums
received by insurance companies. Premium taxes vary from state to state. A
charge of 2.50% of each premium payment will be deducted by us. The deduction
represents an amount we consider necessary to pay all taxes imposed by the
states and any subdivisions.
 
   
    PREMIUM PROCESSING CHARGE. We may make a charge of up to $2.00 per premium
payment to reimburse us for the cost of collecting and processing premiums,
although we currently make no such charge. If a premium processing charge is
made, it will be deducted from premium payments before the percentage deductions
for sales charge and premium taxes.
    
 
MONTHLY DEDUCTION
    We deduct the charges described below from the Accumulation Value of the
Policy on a monthly basis. The total of these charges is called the Monthly
Deduction.
 
    The Monthly Deduction will be deducted on each Monthly Anniversary from the
Fixed Account and the Sub-Accounts of the Variable Account on a proportionate
basis depending on their relative Accumulation Values at that time. For purposes
of determining these proportions, the Fixed Accumulation Value is reduced by the
Loan Amount. Because the cost of insurance portion of the Monthly Deduction can
vary from month to month, the Monthly Deduction itself will vary in amount from
month to month.
 
                                       26
<PAGE>
    If the Cash Surrender Value plus any Sales Charge Refund is not sufficient
to cover the Monthly Deduction on a Monthly Anniversary, the Policy may lapse.
See "Death Benefit Guarantee" and "Policy Lapse and Reinstatement".
 
    COST OF INSURANCE. We will determine the monthly cost of insurance by
multiplying the applicable cost of insurance rate or rates by the net amount at
risk under the Policy. The net amount at risk under the Policy for a Policy
Month is (a) the Death Benefit at the beginning of the Policy Month divided by
1.004074 (which reduces the net amount at risk, solely for purposes of computing
the cost of insurance, by taking into account assumed monthly earnings at an
annual rate of 5%), less (b) the Accumulation Value at the beginning of the
Policy Month (reduced by any charges for rider benefits). As a result, the net
amount at risk may be affected by changes in the Accumulation Value or in the
Death Benefit.
 
    The Rate Class of an Insured may affect the cost of insurance. A Rate Class
is a group of Insureds we determine based upon our expectation that they will
have similar mortality experience. We currently place Insureds into standard
Rate Classes or into substandard Rate Classes that involve a higher mortality
risk. In an otherwise identical Policy, an Insured in the standard Rate Class
will have a lower cost of insurance than an Insured in a Rate Class with higher
mortality risks.
 
    If there is an increase in the Face Amount and the Rate Class applicable to
the increase is different from that for the initial Face Amount or any prior
requested increases in Face Amount, the net amount at risk will be calculated
separately for each Rate Class. For purposes of determining the net amount at
risk for each Rate Class, the Accumulation Value will first be assumed to be
part of the initial Face Amount. If the Accumulation Value is greater than the
initial Face Amount, it will then be assumed to be part of each increase in
order, starting with the first increase.
 
    Cost of insurance rates will be based on the sex, Issue Age, Policy Year and
Rate Class(es) of the Insured. The actual monthly cost of insurance rates will
reflect our expectations as to future experience. They will not, however, be
greater than the guaranteed cost of insurance rates shown in the Policy, which
are based on the Commissioner's 1980 Standard Ordinary Mortality Tables for
smokers or nonsmokers, respectively.
 
   
    MONTHLY ADMINISTRATIVE CHARGE. Each month we deduct an administrative charge
of $8.25 which is guaranteed not to exceed $12.00 each month. This charge
reimburses us for expenses incurred in administering the Policy, such as
processing claims, maintaining records, making Policy changes, printing and
mailing prospectuses and annual and semi-annual reports to Policy owners and
communicating with you and other owners of Policies. Because this charge is
intended to cover the average anticipated administrative expenses for all
Policies, however, there is not necessarily a relationship between the amount of
this charge for a given Policy and the amount of expenses that may be
attributable to that Policy.
    
 
   
    MONTHLY MORTALITY AND EXPENSE RISK CHARGE. Each month during the first 10
Policy Years we will deduct a charge at an annual rate of .9 of 1% (.90%) of the
Variable Accumulation Value of the Policy. Each month thereafter we will deduct
a charge at an annual rate of .45 of 1% (.45%) of the Variable Accumulation
Value guaranteed not to exceed .9 of 1% (.90%) for the duration of the Policy.
    
 
    The mortality risk assumed is that Insureds may live for a shorter period of
time than we estimated and that, as a result, we would have to pay a greater
amount in Death Benefits than we collect in premium payments. The expense risk
assumed is that expenses incurred in issuing and administering the Policy will
be greater than we estimated.
 
    OPTIONAL INSURANCE BENEFIT CHARGES. Each month we deduct charges for any
optional insurance benefits added to the Policy by rider. See "General
Provisions -- Optional Insurance Benefits".
 
SURRENDER CHARGE
 
    GENERAL. During the first 15 Policy Years and during the first 15 years
following any requested increase in Face Amount, we make a Surrender Charge if
you surrender the Policy or the Policy lapses. The Surrender Charge has two
parts -- The Contingent Deferred Administrative Charge and the Contingent
Deferred Sales Charge which are determined separately. The Surrender Charge will
not be affected by any decrease in Face Amount or by any change in Face Amount
resulting from a change in the Death Benefit Option.
 
                                       27
<PAGE>
    The Surrender Charge imposed upon early surrender or lapse will be
significant. As a result, you should purchase a Policy only if you have the
financial capability to keep it in force for a substantial period of time.
 
   
    The Contingent Deferred Administrative Charge reimburses us for expenses
incurred in issuing the Policy, such as processing the application (primarily
underwriting) and setting up computer records. Because this charge is intended
to cover the average anticipated issue expenses for all Policies, however, there
is not necessarily a relationship between the amount of this charge for a given
Policy and the amount of expenses that may be attributable to that Policy.
    
 
    The Contingent Deferred Sales Charge compensates us for expenses relating to
the distribution of the Policy, including agents' commissions, advertising, and
the printing of the prospectus and sales literature for new sales of the Policy.
 
    CONTINGENT DEFERRED ADMINISTRATIVE CHARGE. The maximum Contingent Deferred
Administrative Charge for the initial Face Amount and any requested increase in
Face Amount is determined on the Policy Date and on the effective date of any
requested increase in Face Amount respectively. The maximum charge is $5.00 per
$1,000 of Face Amount during the first five years of the relevant 15 year
period, and decreases thereafter in equal monthly increments until it becomes
zero at the end of the 15 year period.
 
    The Contingent Deferred Administrative Charge for the initial Face Amount or
a requested increase in Face Amount can be determined by multiplying (a) $5.00
by (b) the initial Face Amount or the Face Amount of the increase, as the case
may be, and by (c) the applicable percentage from the Surrender Charge
Percentage Table shown on page 28, and then dividing this amount by 1000. For
example assume that an Insured buys a Policy with an initial Face Amount of
$100,000. If the Policy is surrendered at any time in the first five Policy
Years, the Contingent Deferred Administrative Charge is calculated by
multiplying (a) $5.00 by (b) $100,000 (the initial Face Amount), and by (c) 100%
(the applicable percentage from the Surrender Charge Percentage Table), and then
dividing by 1000. This results in a total of $500 ($5.00 x 100,000 x 100% /
1000).
 
    The calculation of an additional Contingent Deferred Administrative Charge
for a requested increase in Face Amount is the same as for the initial Face
Amount, except that the charges are based on the amount of the increase and the
years and months are measured from the effective date of the increase.
 
    CONTINGENT DEFERRED SALES CHARGE. The maximum Contingent Deferred Sales
Charge for the initial Face Amount or any requested increase in Face Amount will
be determined on the Policy Date or on the effective date of any requested
increase respectively. The Contingent Deferred Sales Charge will remain level
for the first five years in the relevant 15 year period, and then reduces in
equal monthly increments until it becomes zero at the end of 15 years. The
Contingent Deferred Sales Charge will vary depending upon the Insured's Age (on
the Policy Date or on the effective date of an increase in Face Amount) and the
Insured's sex.
 
    If you surrender the Policy during the first two Policy Years or during the
first 24 months following a requested increase in Face Amount, you may be
entitled to a refund of a portion of the Contingent Deferred Sales Charge. See
"Sales Charge Refund."
 
    The Contingent Deferred Sales Charge will be equal to the lesser of:
 
        (a) 47.50% of the premiums attributable to the initial Face Amount of
            the Policy and any premiums attributable to an increase in Face
            Amount; or
 
        (b) The result of the Contingent Deferred Sales Charge calculation
    described below.
 
    CONTINGENT DEFERRED SALES CHARGE CALCULATION.  For purposes of (b) above,
the Contingent Deferred Sales Charge for the initial Face Amount or any
requested increase in Face Amount is determined by multiplying (i) the
applicable Charge per $1,000 of Face Amount from Appendix D by (ii) the Initial
Face Amount or the Face Amount of the increase, as applicable, and by (iii) the
applicable percentage from the Surrender Charge Percentage Table below, and then
dividing this amount by 1000.
 
    EXAMPLE.  The following example illustrates how the Contingent Deferred
Sales Charge is determined. Assume that a male, Age 35 buys a policy with an
initial Face Amount of $100,000 and he surrenders the Policy during the third
Policy Year at which time he has paid cumulative premiums of $2,000. Based on
these assumptions the Contingent Deferred Sales Charge will be the lesser of:
 
                                       28
<PAGE>
        (a) 47.50% times the cumulative premiums paid on the Policy, which is
            $950 (47.50 X $2,000); or
 
        (b) The result of the Contingent Deferred Sales Charge Calculation,
            which is determined by multiplying (i) $14.00 (from Appendix D for a
            male age 35) by (ii) $100,000 (the Initial Face Amount) and by (iii)
            100% (the applicable percentage from the Surrender Charge Percentage
            Table), and then dividing by 1000, which results in a total of
            $1,400 ($14.00 X 100,000 X 100%/1000).
 
    The additional Contingent Deferred Sales Charge for requested increases in
Face Amount will be calculated in the same manner as illustrated in the example
above. However, for purposes of determining the amount in (a) in the above
example, the cumulative premium paid is replaced by the premiums attributable to
the increase in Face Amount. The premiums attributable to the increase in Face
Amount will consist of a portion of the existing Accumulation Value and a
portion of the premium payments made after the effective date of the increase.
The proportion of existing Accumulation Value and subsequent premium payments
attributable to the increase will equal (a) the Surrender Charge Guideline for
the increase found in Appendix E, divided by (b) the sum of the Surrender Charge
Guideline(s) for the initial Face Amount and each increase in Face Amount.
 
    MASSACHUSETTS, MONTANA AND PENNSYLVANIA RESIDENTS.  Appendix C, Appendix D,
Appendix E and the preceding illustrations of the Contingent Deferred Sales
Charge do not apply to Policies issued in Massachusetts, Montana and
Pennsylvania. The Contingent Deferred Sales Charge applied to Policies issued in
Massachusetts and Montana is not affected by the Insured's sex. Therefore, the
Contingent Deferred Sales Charge made on Policies issued in these two states
will differ from the charge made in other states. In Pennsylvania, the Insured's
sex will be a factor in determining the amount of Contingent Deferred Sales
Charge applied to a Policy, but the charge will differ from the charge described
in the above example.
 
                       SURRENDER CHARGE PERCENTAGE TABLE
 
<TABLE>
<CAPTION>
If surrender or lapse occurs in    The following percentage of the
the last month of Policy Year:*  Surrender Charge will be payable:**
- -------------------------------  -----------------------------------
<S>                              <C>
          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%
</TABLE>
 
 *For requested increases, years are measured from the date of the increase.
 
   
**The percentages reduce equally for each Policy Month during the years shown.
  For example, during the seventh Policy Year, the percentage reduces equally
  each month from 90% at the end of the sixth Policy Year to 80% at the end of
  the seventh Policy Year.
    
 
PARTIAL WITHDRAWAL AND TRANSFER CHARGES
   
    We currently make no charge for transfers and a $10.00 charge for each
partial withdrawal. These charges are guaranteed not to exceed $25.00 per
transfer or partial withdrawal for the duration of the Policy. 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
 
                                       29
<PAGE>
reductions will reflect the reduced sales effort and administrative costs
resulting from, or the different mortality experience expected as a result of,
the special circumstances. Reductions will not be unfairly discriminatory
against any person, including the affected Policy owners and owners of all other
policies funded by the Variable Account.
 
SALES CHARGE REFUND
 
    During the first two Policy Years and during the first 24 Policy Months
following the effective date of any requested increase in Face Amount, we may be
required to refund a portion of the Contingent Deferred Sales Charge if you
surrender the Policy. This refund is called the Sales Charge Refund.
 
    Any amount used in the calculation described below will be determined on the
effective date of surrender.
 
    INITIAL FACE AMOUNT. If the Policy is surrendered during the first two
Policy Years, a Sales Charge Refund will be made to the extent that the total
sales charge deducted (which consists of the 2.50% sales charge deducted from
each premium payment and the Contingent Deferred Sales Charge) exceeds (i) 30%
of actual premium payments made during the first Policy Year up to the amount of
the Surrender Charge Guideline (see below) for the initial face amount, plus
(ii) 9% of any actual premium payments made that exceed (i). In addition, the
amount of the refund will never decrease as the result of the payment of a
premium. After the second Policy Year, there is no Sales Charge Refund with
respect to the initial Face Amount.
 
    As described above, the Sales Charge Refund is calculated based on
percentages of premium payments. While the total sales charge deducted under the
Policy is not based solely on premium payments, it is possible to translate the
total sales charge into a percentage of premium payments. In general, the total
sales charge deducted (before calculating the Sales Charge Refund) will be 50%
of each premium payment until premium payments reach a certain level. The level
ranges from approximately 35% of a Surrender Charge Guideline for a male age 0,
up to approximately 115% of a Surrender Charge Guideline for a male age 40, and
down to approximately 45% of a Surrender Charge Guideline for a male age 75.
After premium payments reach this level, the total sales charge will equal 2.50%
of each additional premium payment. During the two Policy Years when the Sales
Charge Refund applies, however, the total sales charge will be limited to 30% of
actual first year premium payments up to the amount of a Surrender Charge
Guideline, 9% of actual premium payments until payments reach the level where
the total sales charge drops to 2.50%, and 2.50% of any additional premium
payments beyond that level. If you have any questions regarding the amount of
your Sales Charge Refund, please call us.
 
    Due to the Sales Charge Refund, the total sales charge for the initial Face
Amount will be significantly less if a Policy is surrendered during the first
two Policy Years rather than shortly thereafter.
 
    The Surrender Charge Guideline will equal the amount obtained by dividing
the Face Amount or the amount of the increase, as the case may be, by $1,000,
and multiplying the result by the applicable factor from Appendix E.
 
    REQUESTED INCREASES IN FACE AMOUNT. If you cancel a requested increase in
Face Amount during the first 24 Policy Months following the increase (but after
the free look period -- see "Free Look and Conversion Rights -- Free Look
Rights"), and the Policy is surrendered at any time thereafter, a Sales Charge
Refund will be made to the extent that the total sales charge for the increase
(which consists of 2.50% of the premiums attributable to the increase and the
Contingent Deferred Sales Charge for the increase) exceeds (i) 30% of the
premiums attributable to the increase in the 12 Policy Months following the
increase up to the amount of the Surrender Charge Guideline for the increase
(see immediately preceding paragraph), plus (ii) 9% of any premiums attributable
to the increase that exceed (i). In addition, the amount of the refund will
never decrease as the result of the payment of a premium. This refund is only
available if the increase is cancelled within the 24 Policy Months following its
effective date, and the Policy is subsequently surrendered. No refund is
available if the increase is cancelled after the 24-month period.
 
    Calculating total sales charge deducted for an increase as a percentage of
premiums attributable to the increase is, in general, the same as described
above for the initial Face Amount. Thus, due to the
 
                                       30
<PAGE>
Sales Charge Refund, the total sales charge for a requested increase in Face
Amount may be significantly less if the increase is cancelled during the
24-month period following the increase rather than shortly thereafter. If you
have any questions regarding the amount of your Sales Charge Refund, please call
us.
 
    For the purposes of the preceding paragraph, the premiums attributable to
the increase will be determined as described in the section entitled "Deductions
and Charges -- Surrender Charge -- Calculation of Contingent Deferred Sales
Charge", which means that, in effect, a proportionate amount of the existing
Accumulation Value on the effective date of the increase will be deemed to be a
premium payment for the increase, and subsequent premium payments will be
prorated.
 
    EFFECT OF SALES CHARGE REFUND. The Sales Charge Refund will be applied to
maintain the Policy in force when the Cash Surrender Value is insufficient to
cover the Monthly Deduction. If the remaining Sales Charge Refund (not already
applied to keep the Policy in force) is insufficient to cover the Monthly
Deduction, this remaining Sales Charge Refund may be applied for the grace
period under the Policy. See "Policy Lapse and Reinstatement". Any Sales Charge
Refund not so applied will be refunded to you upon the total surrender of the
Policy.
 
POLICY LAPSE AND REINSTATEMENT
 
    LAPSE. Unlike traditional life insurance policies, the failure to make a
Planned Periodic Payment will not by itself cause the Policy to lapse. If the
Death Benefit Guarantee is not in effect, the Policy will lapse only if, as of
any Monthly Anniversary, the Cash Surrender Value plus any Sales Charge Refund
is less than the Monthly Deduction due, and a grace period of 61 days expires
without a sufficient payment. If (during the first two Policy Years or the first
24 Policy Months after a requested increase in Face Amount) there exists any
Sales Charge Refund (see "Sales Charge Refund") sufficient to supplement the
Cash Surrender Value so as to cover the Monthly Deduction, then the Sales Charge
Refund will be applied by us to keep the Policy in force. The amount of Sales
Charge Refund available for such application is reduced on each Monthly
Anniversary as so applied. Any payment made by you after we have kept the Policy
in force in this manner will first be used to reimburse us for the amount of
Sales Charge Refund so applied.
 
    During the early Policy Years, the Cash Surrender Value (even when
supplemented by the Sales Charge Refund) will generally not be sufficient to
cover the Monthly Deduction, so that premium payments sufficient to maintain the
Death Benefit Guarantee will be required to avoid lapse. See "Death Benefit
Guarantee".
 
    The Policy does not lapse, and the insurance coverage continues, until the
expiration of a 61-day grace period which begins on the date we send you written
notice indicating that the Cash Surrender Value plus any Sales Charge Refund is
less than the Monthly Deduction due. Our written notice to you will indicate the
amount of the payment required to avoid lapse. Failure to make a sufficient
payment within the grace period will result in lapse of the Policy without
value.
 
    As discussed above, any Sales Charge Refund will be applied to keep the
Policy in force when the Cash Surrender Value is less than the Monthly
Deduction. When a total surrender of the Policy is requested after the start of
a grace period, any remaining Sales Charge Refund (not already applied to keep
the Policy in force) will be so applied for the grace period, and consequently
not refunded, unless the surrender request is received by us within 30 days
after we mail the grace period notice to you. If such a request is timely
received, you will be refunded an amount equal to any unapplied Sales Charge
Refund that existed as of the Monthly Anniversary on which the Cash Surrender
Value deficiency causing the grace period notice occurred, plus any unearned
prepaid loan interest as of such Monthly Anniversary.
 
    If the Insured dies during the grace period, the proceeds payable will equal
the amount of the Death Benefit on the Valuation Date on or next following the
date of the Insured's death, reduced by any Loan Amount and any unpaid Monthly
Deductions.
 
    If the Death Benefit Guarantee is in effect, we will not lapse the Policy.
See "Death Benefit Guarantee".
 
    REINSTATEMENT. Reinstatement means putting a lapsed Policy back in force.
You may reinstate a lapsed Policy by written request any time within five years
after it has lapsed if it has not been surrendered for its Cash Surrender Value.
 
                                       31
<PAGE>
    To reinstate the Policy and any riders you must submit evidence of
insurability satisfactory to us and you must pay a premium large enough to keep
the Policy in force for at least two months.
 
    The Death Benefit Guarantee cannot be reinstated. See "Death Benefit
Guarantee".
 
SURRENDER BENEFITS
 
    Subject to certain limitations, you may make a total surrender of the Policy
or a partial withdrawal of the Policy's Cash Surrender Value by sending us a
written request. The amount available for a total surrender or partial
withdrawal will be determined at the end of the Valuation Period during which
your written request is received. Any amounts payable from the Variable Account
upon total surrender or partial withdrawal will generally be paid within seven
days of receipt of your written request. Postponement of payments may, however,
occur in certain circumstances. See "General Provisions -- Postponement of
Payments".
 
TOTAL SURRENDER
    By making a written request, you may surrender the Policy at any time for
its Cash Surrender Value plus any Sales Charge Refund. The Cash Surrender Value
is the Accumulation Value of the Policy reduced by any Surrender Charge, Loan
Amount and unpaid Monthly Deductions. If the Cash Surrender Value at the time of
a surrender exceeds $25,000, the written request must include a Signature
Guarantee. An illustration of Accumulation Values, Surrender Charges, Cash
Surrender Values, and Death Benefits assuming different levels of premium
payments and investment returns for selected Ages and Face Amounts, is shown in
Appendix C.
 
PARTIAL WITHDRAWAL
    After the first Policy Year, you may also withdraw part of the Policy's Cash
Surrender Value by sending us a written request. If the amount being withdrawn
exceeds $25,000, the written request must include a Signature Guarantee. Only
one partial withdrawal is allowed in any Policy Year. We currently make a $10.00
charge for each partial withdrawal. This charge is guaranteed not to exceed
$25.00 for each partial withdrawal. See "Deductions and Charges -- Partial
Withdrawal and Transfer Charges". The amount of any partial withdrawal must be
at least $500 and, during the first 15 Policy Years, may not be more than 20% of
the Cash Surrender Value on the date we receive your written request.
 
    Unless you specify a different allocation, we make partial withdrawals from
the Fixed Account and the Sub-Accounts of the Variable Account on a
proportionate basis based upon the Accumulation Value. These proportions will be
determined at the end of the Valuation Period during which your written request
is received. For purposes of determining these proportions, any outstanding Loan
Amount is first subtracted from the Fixed Accumulation Value.
 
    EFFECT OF PARTIAL WITHDRAWALS. The Accumulation Value will be reduced by the
amount of any partial withdrawal. The Death Benefit will also be reduced by the
amount of the withdrawal, or, if the Death Benefit is based on the corridor
percentage of Accumulation Value (see "Death Benefit -- Death Benefit Options"),
by an amount equal to the corridor percentage times the amount of the partial
withdrawal.
 
    If the Level Amount Option is in effect, the Face Amount will be reduced by
the amount of the partial withdrawal. When increases in the Face Amount have
occurred previously, we reduce the current Face Amount by the amount of the
partial withdrawal in the following order:
 
    (a) The Face Amount provided by the most recent increase;
 
    (b) The next most recent increases successively; and
 
    (c) The Face Amount when the policy was issued.
 
    (This assumption also applies to requested decreases in Face Amount -- see
"Death Benefit -- Requested Changes in Face Amount".) Thus, partial withdrawals
may affect the way in which the cost of insurance is calculated and the amount
of pure insurance protection under the Policy. See "Death Benefit -- Requested
Changes in Face Amount", "Deductions and Charges -- Monthly Deduction" and
"Death Benefit -- Insurance Protection".
 
    We do not allow a partial withdrawal if the Face Amount after a partial
withdrawal would be less than the Minimum Face Amount (currently $25,000).
 
    If the Variable Amount Option is in effect, a partial withdrawal does not
affect the Face Amount.
 
                                       32
<PAGE>
    A partial withdrawal may also cause the termination of the Death Benefit
Guarantee because the amount of the partial withdrawal is deducted from the
total premiums paid in calculating whether sufficient premiums have been paid in
order to maintain the Death Benefit Guarantee.
 
    Like partial withdrawals, Policy loans are a means of withdrawing funds from
the Policy. See "Policy Loans". A partial withdrawal or a Policy loan may have
tax consequences depending on the circumstances of such withdrawal or loan. See
"Federal Tax Matters -- Policy Proceeds".
 
TRANSFERS
 
    You may transfer all or part of the Variable Accumulation Value between the
Sub-Accounts or to the Fixed Account subject to any conditions the Funds whose
shares are involved may impose. (Transfers to or from the Fixed Account are not
available for Policies issued in New Jersey.) Transfer requests must be in
writing unless you have completed a telephone transfer authorization form. You
may also direct us to automatically make periodic transfers under the Dollar
Cost Averaging or Portfolio Rebalancing services as described below.
 
    To transfer all or part of the Variable Accumulation Value from a
Sub-Account, Accumulation Units are redeemed and their values are reinvested in
other Sub-Accounts, or the Fixed Account, as directed in your request. We will
effect transfers, and determine all values in connection with transfers, at the
end of the Valuation Period during which we receive your request, except as
otherwise specified for the Dollar Cost Averaging or Portfolio Rebalancing
services. With respect to future Net Premium payments, however, your current
premium allocation will remain in effect unless (i) you have requested the
Portfolio Rebalancing service, or (ii) you are transferring all of the Variable
Accumulation Value from the Variable Account to the Fixed Account in exercise of
conversion rights. See "Free Look and Conversion Rights -- Conversion Rights".
 
    Transfers from the Fixed Account to the Variable Account are subject to the
following additional restrictions: (i) your transfer request must be postmarked
no more than 30 days before or after the Policy Anniversary in any year, and
only one transfer is permitted during this period, (ii) no more than 50% of the
Fixed Accumulation Value, less any Loan Amount, may be transferred unless the
balance, after the transfer, would be less than $1,000, in which event the full
Fixed Accumulation Value, less any Loan Amount, may be transferred, and (iii)
you must transfer at least the lesser of $500 or the total Fixed Accumulation
Value, less any Loan Amount. See Appendix A. Some of these restrictions may be
waived for transfers due to the Portfolio Rebalancing service.
 
   
    TELEPHONE/FAX TRANSFER REQUESTS. You may request a transfer by telephone/fax
on any Valuation Date after you complete a telephone/fax transfer authorization
form. If you elect to complete the authorization form, you agree that we will
not be liable for any loss, liability, cost or expense when we act in accordance
with the telephone/fax transfer instructions that are received and, if by
telephone, are recorded on voice recording equipment. If a telephone/fax
transfer request is later determined not to have been made by you or was made
without your authorization, and loss results from such unauthorized transfer,
you bear the risk of this loss. Any requests via fax are considered telephone
requests and are bound by the conditions in the telephone/fax transfer
authorization form you sign. Any fax request should include your name, daytime
telephone number, Policy number and, in the case of transfers, the names of the
Sub-Accounts from which and to which money will be transferred and the
allocation percentage. We will employ reasonable procedures to confirm that
instructions communicated by telephone/fax are genuine. In the event we do not
employ such procedures, we may be liable for any losses due to unauthorized or
fraudulent instructions. Such procedures may include, among others, requiring
forms of personal identification prior to acting upon telephone/fax
instructions, providing written confirmation of such instructions, and/or tape
recording telephone instructions.
    
 
    DOLLAR COST AVERAGING SERVICE. You may request this service if your 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.
 
                                       33
<PAGE>
    If you are interested in the Dollar Cost Averaging service you may obtain a
separate application form and full information concerning this service and its
restrictions from us or our registered representative.
 
    If you are using the Dollar Cost Averaging service, this service will be
discontinued immediately (i) on receipt of any request to begin a Portfolio
Rebalancing service, (ii) if the Policy is in the grace period on any date when
Dollar Cost Averaging transfers are scheduled, or (iii) if the specified
transfer amount from any Sub-Account is more than the Accumulation Value in that
Sub-Account.
 
    We reserve the right to discontinue, modify, or suspend this service. Any
such modification or discontinuation would not affect any Dollar Cost Averaging
service requests already commenced.
 
    PORTFOLIO REBALANCING SERVICE. You may request this service if your Face
Amount is at least $200,000 and your Accumulation Value, less any Loan Amount,
is at least $10,000. If you request this service, you direct us to automatically
make periodic transfers to maintain your specified percentage allocation of
Accumulation Value, less any Loan Amount, among the Sub-Accounts of the Variable
Account and the Fixed Account; your allocation of future Net Premium payments
will also be changed to be equal to this specified percentage allocation.
Transfers made under this service may be made on a quarterly, semi-annual, or
annual basis. This service is intended to maintain the allocation you have
selected consistent with your personal objectives.
 
    The Accumulation Value in each Sub-Account of the Variable Account and the
Fixed Account will grow or decline at different rates over time. Portfolio
Rebalancing will periodically transfer Accumulation Values from those accounts
that have increased in value to those accounts that have increased at a slower
rate or declined in value. If all accounts decline in value, it will transfer
Accumulation Values from those that have decreased less in value to those that
have decreased more in value. We make no guarantees that Portfolio Rebalancing
will result in a profit or protect against loss. You may discontinue this
service at any time by notifying us in writing.
 
    If you are interested in the Portfolio Rebalancing service you may obtain a
separate application form and full information concerning this service and its
restrictions from us or our registered representative.
 
    If you are using the Portfolio Rebalancing service, this service will be
discontinued immediately (i) on receipt of any request to change the allocation
of premiums to the Fixed Account and Sub-Account of the Variable Account, (ii)
on receipt of any request to begin a Dollar Cost Averaging service, (iii) upon
receipt of any request to transfer Accumulation Value among the accounts, or
(iv) if the policy is in the grace period or the Accumulation Value, less any
Loan Amount, is less than $7,500 on any Valuation Date when Portfolio
Rebalancing transfers are scheduled.
 
    We reserve the right to discontinue, modify, or suspend this service. Any
such modification or discontinuation could affect Portfolio Rebalancing services
currently in effect, but only after 30 days notice to affected Policy owners.
 
    TRANSFER LIMITS. We currently allow twelve transfers in a Policy Year,
although we reserve the right to limit you to no more than four transfers per
year. All transfers that are effective on the same Valuation Date will be
treated as one transfer transaction. Transfers made due to the Dollar Cost
Averaging or Portfolio Rebalancing services do not currently count toward the
limit on number of transfers.
 
   
    TRANSFER CHARGES. While there is currently no charge imposed on a transfer
we reserve the right to make a charge not to exceed $25.00 per transfer for the
duration of the Policy. See "Deductions and Charges -- Partial Withdrawal and
Transfer Charges". In no event, however, will any charge be imposed in
connection with the exercise of a conversion right or transfers occurring as the
result of Policy Loans. All transfers are also subject to any charges and
conditions imposed by the Fund whose shares are involved. All transfers that are
effective on the same Valuation Date will be treated as one transfer
transaction.
    
 
POLICY LOANS
 
   
    GENERAL. As long as the Policy remains in effect, you may borrow money from
us using the Policy as security for the loan (we do reserve the right to limit
loans during the first Policy year (except that in Indiana loans may be made
during the first Policy year)). You may not borrow at any time more than the
Loan Value of the Policy, which is equal to 75% of the Cash Value less the
existing Loan Amount, except that in Texas the percentage is 100% and in
Alabama, Maryland and Virginia, the percentage is
    
 
                                       34
<PAGE>
90%. If the Policy is in force as paid-up life insurance, the Loan Value is
equal to the Cash Value on the next Policy Anniversary less any existing Loan
Amount and loan interest to that date. Each Policy loan must be at least $500,
except in Connecticut it must be at least $200. After Age 65, we currently allow
100% of the Cash Surrender Value to be borrowed.
 
    Loan requests may be made in writing or by telephoning us on any Valuation
Date. Any loan request in excess of $25,000 will require a signature guarantee
and telephone loan requests cannot exceed $10,000. No election form is currently
required to make telephone loan requests. We will employ reasonable procedures
to confirm that loan requests made by telephone are genuine. In the event we do
not employ such procedures, we may be liable for any losses due to unauthorized
or fraudulent instructions. Such procedures may include, among others, requiring
forms of personal identification prior to acting upon telephone instructions,
providing written confirmations of such instructions and/or tape recording
telephone instructions.
 
    Policy loans have priority over the claims of any assignee or other person.
A Policy loan may be repaid in whole or in part at any time on or before the
Insured reaches Age 95, while the Insured is living.
 
    The loan proceeds will normally be paid to you within seven days after we
receive your request. Payment of loan proceeds to you may be postponed under
certain circumstances. See "General Provisions -- Postponement of Payments".
 
    Payments made by you generally will be treated as premium payments, rather
than Policy loan repayments, unless you indicate that the payment should be
treated otherwise or unless we decide, at our discretion, to apply the payment
as a Policy loan repayment. As a result, unless you indicate that a payment is a
loan repayment, all payments you make to the Policy will generally be subject to
the Premium Expense Charge. See "Deductions and Charges -- Premium Expense
Charge".
 
    The total of your outstanding Policy loans is called the "Loan Amount".
 
    IMMEDIATE EFFECT OF POLICY LOANS. When we make a Policy loan, an amount
equal to the Policy loan (which includes interest payable in advance) will be
segregated within the Accumulation Value of your Policy and held in the Fixed
Account as security for the loan (this includes loans taken on policies issued
in New Jersey). As described below, you will pay interest to us on the Policy
loan, but we will also credit interest to you on the amount held in the Fixed
Account as security for the loan. The amount segregated in the Fixed Account as
security for the Policy loan will be included as part of the Fixed Accumulation
Value under the Policy, but will (as described below) be credited with interest
on a basis different from other amounts in the Fixed Account.
 
    Unless you specify differently, amounts held as security for the Policy loan
will come proportionately from the Fixed Accumulation Value and the Variable
Accumulation Value (with the proportions being determined as described below).
Assets equal to the portion of the Policy loan coming from the Variable
Accumulation Value will be transferred from the Sub-Accounts of the Variable
Account to the Fixed Account, THEREBY REDUCING THE POLICY VALUE HELD IN THE
SUB-ACCOUNTS. These transfers are not treated as transfers for the purposes of
the transfer charge or the limit on the number of transfers.
 
    ILLUSTRATION OF DETERMINATION OF PROPORTIONS. The segregated amount that
will be security for a Policy loan will come from the Fixed Accumulation Value
and the Variable Accumulation Value in the same proportion that the sum of (a)
the Policy's Fixed Accumulation Value, less any existing Loan Amount, and (b)
the Policy's Variable Accumulation Value, bear to the Policy's total
Accumulation Value less any existing Loan Amount (determined, in each case, at
the end of the Valuation Period during which your request is received).
 
                                       35
<PAGE>
    This can be illustrated as follows. Assume that the Fixed Accumulation Value
is $5,000 and the Variable Accumulation Value is $6,000, with Sub-Account XXX =
$2,000, and Sub-Account YYY = $4,000. Assume that the existing Loan Amount is
$1,000, and the new Policy loan request is $5,000. For purposes of determining
the proportions, we first subtract the existing Loan Amount from the Fixed
Accumulation Value, and then we add the Variable Accumulation Value, which in
our example would be ($5,000 - $1,000) + $6,000 = $10,000. The proportionate
percentages of the Policy loan coming from the Fixed Accumulation Value and the
Variable Accumulation Value are then determined as a percentage of this total,
which would be $4,000/$10,000 = 40% from the Fixed Accumulation Value, and
$6,000/$10,000 = 60% from the Variable Accumulation Value. The percentage
deducted from the Variable Accumulation Value would be distributed as follows:
$2,000/$10,000 = 20% from Sub-Account XXX; and $4,000/$10,000 = 40% from
Sub-Account YYY. The actual amounts coming from the various Accounts in
connection with the new $5,000 Policy loan would be 40% X $5,000 = $2,000 from
the Fixed Account; 20% X $5,000 = $1,000 from Sub-Account XXX; and 40% X $5,000
= $2,000 from Sub-Account YYY.
 
    EFFECT ON INVESTMENT PERFORMANCE. Amounts coming from the Variable Account
as security for Policy loans will no longer participate in the investment
performance of the Variable Account. All amounts held in the Fixed Account as
security for Policy loans (that is, the Loan Amount) will only be credited with
interest at an effective annual rate currently equal to 5.50% (guaranteed to be
no less than 4.00%). NO ADDITIONAL INTEREST WILL BE CREDITED TO THESE AMOUNTS.
On the Policy Anniversary, any interest credited on these amounts will be
credited to the Fixed Account and the Variable Account according to the premium
allocation then in effect (see "Payment and Allocation of Premiums -- Allocation
of Premiums").
 
    Although Policy loans may be repaid in whole or in part at any time before
the Insured's Age 95, Policy loans will permanently affect the Policy's
potential Accumulation Value. As a result, to the extent that the Death Benefit
depends upon the Accumulation Value (see "Death Benefit -- Death Benefit
Options"), Policy loans will also affect the Death Benefit under the Policy.
This effect could be favorable or unfavorable depending on whether the
investment performance of the assets allocated to the Sub-Account(s) is less
than or greater than the interest being credited on the assets transferred to
the Fixed Account while the loan is outstanding. Compared to a Policy under
which no loan is made, values under the Policy will be lower when such interest
credited is less than the investment performance of assets held in the
Sub-Account(s).
 
    EFFECT ON POLICY COVERAGE. If, on any Monthly Anniversary, the Loan Amount
is greater than the Accumulation Value, plus any Sales Charge Refund, less the
then applicable Surrender Charge, we will notify you. If we do not receive
sufficient payment within 61 days from the date we send notice to you, the
Policy will lapse and terminate without value. Our written notice to you will
indicate the amount of the payment required to avoid lapse. The Policy may,
however, later be reinstated. See "Policy Lapse and Reinstatement".
 
    A Policy loan may also cause termination of the Death Benefit Guarantee,
because the Loan Amount is deducted from the total premiums paid in calculating
whether sufficient premiums have been paid in order to maintain the Death
Benefit Guarantee. See "Death Benefit Guarantee".
 
    Proceeds payable upon the death of the Insured will be reduced by any Loan
Amount.
 
   
    INTEREST. The interest rate charged on Policy loans will be an annual rate
of 7.40%, payable in advance. After the tenth Policy Year, we will charge
interest at an annual rate of 5.21%, payable in advance, on that portion of your
Loan Amount that is not in excess of (a) the Accumulation Value, less (b) the
total of all premiums paid less all partial withdrawals. Any excess of this
amount will be charged interest at the annual rate of 7.40%.
    
 
    Interest is payable in advance (for the rest of the Policy Year) at the time
any Policy loan is made and at the beginning of each Policy Year thereafter (for
that entire Policy Year). If interest is not paid when due, it will be deducted
from the Cash Surrender Value as an additional Policy loan (see "Immediate
Effect of Policy Loans" above) and will be added to the existing Loan Amount.
 
    Because we charge interest in advance, any interest that we have not earned
will be refunded to you upon lapse or surrender of the Policy or repayment of
the Policy Loan.
 
    REPAYMENT OF LOAN AMOUNT. The Loan Amount may be repaid any time while the
Insured is living before the Insured reaches Age 95 (see "General Provisions --
Benefits at Age 95"). If not repaid, the
 
                                       36
<PAGE>
Loan Amount will be deducted by us from any amount payable under the Policy. As
described above, unless you provide us with notice to the contrary, any payments
on the Policy will generally be treated as premium payments, which are subject
to the Premium Expense Charge, rather than repayments on the Loan Amount. Any
repayments on the Loan Amount will result in amounts being reallocated from the
Fixed Account and to the Sub-Accounts of the Variable Account according to your
current premium allocation.
 
    TAX CONSIDERATIONS. A Policy loan may have tax consequences depending on the
circumstances of the loan. See "Federal Tax Matters -- Policy Proceeds".
 
FREE LOOK AND CONVERSION RIGHTS
 
FREE LOOK RIGHTS
    The Policy provides for two types of return or "free look" periods, one
after application for and issuance of the Policy and the other after any
requested increase in Face Amount.
 
    AT INITIAL ISSUE. The Policy provides for an initial free look period during
which you have a right to return the Policy for cancellation and receive a
refund of all premiums paid. You must return the Policy to us or your agent and
ask us to cancel the Policy by the latest of:
 
    - Midnight of the 20th day after receiving it;
 
    - Midnight of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your application for the Policy is
      signed.
 
    FOLLOWING A REQUESTED INCREASE IN FACE AMOUNT. Any requested increase in
Face Amount is also subject to a free look period during which you have a right
to cancel the increase and receive a refund. You must notify us or your agent
and ask us to cancel the increase by the latest of:
 
    - Midnight of the 20th day after receiving a new Policy Data Page;
 
    - Midnight of the 20th day after a written Notice of Right of Withdrawal is
      mailed or delivered to you; or
 
    - Midnight of the 45th day after the date your request for the increase is
      signed.
 
    Upon requesting cancellation of the increase, you will receive a refund, if
you so request, or otherwise a restoration to the Policy's Accumulation Value
(allocated among the Fixed Account and the Sub-Accounts of the Variable Account
as if it were a Net Premium payment), in an amount equal to all Monthly
Deductions attributable to the increase in Face Amount, including rider costs
arising from the increase. This refund or credit will be made within seven days
after we receive the request for cancellation on the appropriate form. In
addition, the Surrender Charge will be adjusted so that it will be as though no
such increase in Face Amount had occurred. Premiums paid after an increase in
Face Amount will not be refunded following cancellation of the increase. If you
request an increase in Face Amount you should take this into account in deciding
whether to make any premium payments during the free look period for the
increase.
 
   
CONVERSION RIGHTS
    
    During the first two Policy Years and the first two years following a
requested increase in Face Amount, we are required to provide you with an option
to convert the Policy or any requested increase in Face Amount to a life
insurance policy under which the benefits do not vary with the investment
experience of the Variable Account. For policies issued in all states, except
Connecticut and New Jersey, this option is made available by permitting you to
transfer all or a part of your Variable Accumulation Value to the Fixed Account.
For policies issued in Connecticut and New Jersey, you may exchange this Policy
for a different permanent fixed benefit life insurance policy that is offered by
us in those states. The two conversion right options are discussed below.
 
    GENERAL OPTION. In all states except Connecticut and New Jersey, you may
exercise your conversion right by transferring all or any part of your Variable
Accumulation Value to the Fixed Account. If, at any time during the first two
Policy Years or the first two years following a requested increase in Face
Amount, you request transfer from the Variable Account to the Fixed Account and
indicate that you are making the transfer in exercise of your conversion right,
the transfer will not be subject to the transfer charge and will not count
against the limit on the number of transfers. At the time of such transfer,
there is no effect on the Policy's Death Benefit. Face Amount, net amount at
risk, Rate Class(es) or Issue Age -- only the method of funding the Accumulation
Value under the Policy will be affected. See "Death Benefit", "Accumulation
Value" and Appendix A, "The Fixed Account".
 
                                       37
<PAGE>
    If you transfer all of the Variable Accumulation Value from the Variable
Account to the Fixed Account and indicate that you are making this transfer in
exercise of your Conversion Right, we will automatically credit all future
premium payments on the policy to the Fixed Account unless you request a
different allocation.
 
    CONNECTICUT AND NEW JERSEY. During the first two policy years and during the
first 24 months following a requested increase in Face Amount, you may convert
the Policy or the Face Amount increase to any fixed benefit whole life insurance
policy offered by us. No evidence of insurability will be required for the
conversion. In order to convert to a new policy, we must receive a written
conversion request; if the entire Policy is being converted, the Policy must be
surrendered to us; the conversion must be made while the Policy is in force; and
any outstanding Loan Amount must be repaid.
 
    The new policy will have the same Issue Age and premium class as the Policy.
If the entire Policy is being converted, the effective date of the conversion
will be the date on which we receive both your written conversion request and
the Policy. If you are converting a Face Amount increase, the effective date of
the conversion will be the date on which we receive your written conversion
request.
 
    On the effective date of the conversion, the new policy will have, at your
option, either:
 
        (a) A death benefit which is equal to the Death Benefit of the Policy on
    the effective date of the conversion, or in the case of a Face Amount
    increase, a death benefit equal to the increase in Face Amount; or
 
        (b) A net amount at risk which equals the Death Benefit of the Policy on
    the effective date of the conversion, less the Accumulation Value on that
    date, or in the case of a Face Amount increase, a net amount at risk which
    equals the Face Amount increase on the effective date of conversion less the
    Accumulation Value on that date which is considered to be part of the Face
    Amount increase.
 
    The conversion will be subject to an equitable adjustment in payments and
Policy values to reflect variances, if any, in the payments and Policy values
under the Policy and the new policy. An additional premium payment may be
required. The new Policy's provisions and charges will be the same as those that
would have been in effect had the new Policy been issued on the Policy Date.
 
INVESTMENTS OF THE VARIABLE ACCOUNT
 
   
    There are currently seventeen investment alternatives available under the
Variable Account. Fidelity Management & Research Company is the investment
adviser for the five portfolios of VIP and the four portfolios of VIP II.
Northstar Investment Management Corporation is the investment adviser of the two
Northstar Funds. Putnam Management is the investment adviser for the six funds
of Putnam Variable Trust. We reserve the right to establish additional
Sub-Accounts of the Variable Account, each of which could invest in a new Fund
with a specified investment objective.
    
 
   
    We reserve the right to establish addtional Sub-Accounts of the Variable
Account, each of which could invest in a new Fund with a specified investment
objective. The Variable Account would then consist of more than seventeen
investment options. You would only be permitted, however, to participate in a
total of seventeen investment options over the lifetime of your Policy. You
would not have to choose your investment options in advance, but upon
participation in the seventeenth Fund since the issue of the Policy, you would
only be able to transfer within the seventeen Funds already utilized and which
are still available.
    
 
   
    The Company or its affiliates may receive compensation from an affiliate or
affiliates of certain of the Funds based upon an annual percentage of the
average net assets held in that Fund by the Company and by certain of the
Company's insurance company affiliates. These amounts are intended to compensate
the Company or the Company's affiliates for administrative, recordkeeping,
distribution, and other services provided by the Company and its affiliates to
Funds and/or the Funds' affiliates. Payments of such amounts by an affiliate or
affiliates of the Funds do not increase the fees paid by the Funds or their
shareholders.
    
 
   
    The Company recently has entered into agreements with Fidelity Investments
Institutional Operations Company and Fidelity Distributors Corporation which
provide that, assuming aggregated net asset goals are met, the Company or its
affiliates will receive a quarterly payment for administrative, recordkeeping,
and distribution services provided by the Company or such affiliates in
connection with the sale and servicing of certain of the Fidelity VIP and VIP II
Funds.
    
 
    The Funds currently offered are described below. A brief summary of
investment objectives is contained in the description of each Fund. In addition,
you should read the prospectuses of the Funds, which are combined with this
prospectus, for more detailed information and particularly, a more
 
                                       38
<PAGE>
   
thorough explanation of investment objectives, because several of the Funds and
portfolios may have objectives that are quite similar. There is no assurance
that any Fund will achieve its investment objective(s).There is a possibility
that one Fund might become liable for any misstatement, inaccuracy or incomplete
disclosure in another Fund's prospectus.
    
 
   
    The Fund shares may be available to fund benefits under both variable
annuity and variable life contracts and policies. This could, in the future,
result in an irreconcilable conflict between the interests of the holders of the
different types of variable contracts. The Funds have advised us that they will
monitor for such conflicts and will promptly provide us with information
regarding any such conflicts should they arise or become imminent and we will
promptly advise the Funds if we become aware of any such conflicts. If any such
material irreconcilable conflict arises we will arrange to eliminate and remedy
such conflict up to and including establishing a new management investment
company and segregating the assets underlying the variable policies and
contracts at no cost to the holders of the policies and contracts. For a brief
explanation of the conflicts that may be involved in such situations, refer to
the section entitled "FMR and Its Affiliates" in the VIP and VIP II Prospectuses
and the section entitled "Sales and Redemptions" in the Putnam Variable Trust
Prospectus.
    
 
    The Funds described below distribute dividends and capital gains. However,
distributions are automatically reinvested in additional Fund shares, at net
asset value. The Sub-Account receives the distributions which are then reflected
in the Unit Value of that Sub-Account. See "Accumulation Value".
 
   
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (VIP)
    
   
    VIP is a mutual fund trust currently including five investment portfolios,
each with a different investment objective.
    
 
    MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as
is consistent with preserving capital and providing liquidity. The portfolio
will invest only in high-quality U.S. dollar denominated money market
instruments of domestic and foreign issuers. An investment in the portfolio is
not insured or guaranteed by the U.S. Government, and there can be no assurance
that the Portfolio will maintain a stable net asset value per share of $1.00.
 
   
    HIGH INCOME PORTFOLIO seeks to obtain a high level of current income by
investing primarily in high-yielding, lower-rated fixed-income securities
(sometimes referred to as "junk bonds"), while also considering growth of
capital. Lower-rated fixed-income securities are considered speculative and
involve greater risk of default than higher-rated fixed-income securities and
are more sensitive to the issuer's capacity to pay. Consult the VIP Prospectus
for further information on the risks associated with the portfolio's investment
in lower-rated fixed-income securities.
    
 
    EQUITY-INCOME PORTFOLIO seeks reasonable income by investing primarily in
income-producing equity securities. In choosing these securities the portfolio
will also consider the potential for capital appreciation. The portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's Composite Index of 500 Stocks.
 
    GROWTH PORTFOLIO seeks to achieve capital appreciation. The portfolio
normally purchases common stocks, although its investments are not restricted to
any one type of security. Capital appreciation may also be found in other types
of securities, including bonds and preferred stocks.
 
    OVERSEAS PORTFOLIO seeks long term growth of capital primarily through
investments in foreign securities. The Overseas Portfolio provides a means for
investors to diversify their own portfolios by participating in companies and
economies outside of the United States.
 
   
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
    
   
    VIP II is a mutual fund trust currently including five investment
portfolios, each with a different investment objective. Presently, the following
four portfolios are available within this Policy.
    
 
    ASSET MANAGER PORTFOLIO seeks high total return with reduced risk over the
long-term by allocating its assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.
 
    INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current income as
is consistent with the preservation of capital by investing in a broad range of
investment-grade fixed-income securities.
 
    INDEX 500 PORTFOLIO seeks to provide investment results that correspond to
the total return (i.e., the combination of capital changes and income) of common
stocks publicly traded in the United States. In seeking this objective, the
portfolio attempts to duplicate the composition and total return of the Standard
& Poor's Composite Index of 500 Stocks while keeping transaction costs and other
expenses low. The portfolio is designed as a long-term investment option.
 
                                       39
<PAGE>
    CONTRAFUND PORTFOLIO seeks capital appreciation by investing in companies
believed to be undervalued due to an overly pessimistic appraisal by the public.
The portfolio invests primarily in common stock and securities convertible into
common stock, but it has the flexibility to invest in any type of security that
may produce capital appreciation.
 
   
NORTHSTAR VARIABLE TRUST (NORTHSTAR)
    
    Northstar is a diversified management investment company currently offering
four investment funds, each with a different investment objective. The following
two Northstar Funds are available under this Policy.
 
   
    NORTHSTAR INCOME AND GROWTH FUND is a diversified portfolio with an
investment objective of seeking current income balanced with the objective of
achieving capital appreciation. This Fund will seek to achieve its objective
through investments in common and preferred stocks, convertible securities,
investment grade corporate debt securities and government securities, selected
for their prospects of producing income and capital appreciation. Wilson/Bennett
Capital Management, Inc. is the sub-adviser to this Fund and is responsible for
the day-to-day investment management of the Fund, subject to the supervision of
the investment adviser and the Trustees of the Fund.
    
 
    NORTHSTAR MULTI-SECTOR BOND FUND is a diversified portfolio with an
investment objective of maximizing current income. This Fund will seek to
achieve its objective by investment in the following sectors of the fixed income
securities markets: (a) securities issued or guaranteed as to principal and
interest by the U.S. Government, its agencies, authorities or instrumentalities;
(b) investment grade corporate debt securities; (c) investment grade or
comparable quality debt securities issued by foreign corporate issuers, and
securities issued by foreign governments and their political subdivisions,
limited to 35% of assets determined at the time of investment; and (d) high
yield -- high risk fixed income securities of U.S. and foreign issuers, limited
to 50% of assets determined at the time of investment.
 
   
PUTNAM VARIABLE TRUST
    
   
    Putnam Variable Trust is a mutual fund currently offering sixteen investment
funds, each with a different investment objective. Presently, only the following
six funds are available under this Policy.
    
 
   
    PUTNAM VT ASIA PACIFIC GROWTH FUND seeks capital appreciation by investing
primarily in securities of companies located in Asia and in the Pacific Basin.
The Fund's investments will normally include common stocks, preferred stocks,
securities convertible into common stocks or preferred stocks, and warrants to
purchase common stocks or preferred stocks.
    
 
   
    PUTNAM VT DIVERSIFIED INCOME FUND seeks high current income consistent with
capital preservation by investing in the followng three sectors of the fixed
income securities markets: a U.S. Government Sector, a High-Yield Sector, (which
invests primarily in securities that are commonly known as "junk bonds"), and an
International Sector. Consult the Putnam Variable Trust Prospectus for further
information on the risks associated with this Fund's investments in high-yield
higher-risk fixed income securities.
    
 
   
    PUTNAM VT GROWTH AND INCOME FUND seeks capital growth and current income by
investing primarily in common stocks that offer potential for capital growth,
current income, or both.
    
 
   
    PUTNAM VT NEW OPPORTUNITIES FUND seeks long-term capital appreciation by
investing principally in common stocks of companies in sectors of the economy
which Putnam Management believes possess above-average long-term growth
potential.
    
 
   
    PUTNAM VT UTILITIES GROWTH AND INCOME FUND seeks capital growth and current
income by concentrating its investments in debt and equity securities issued by
companies in the public utilities industries.
    
 
   
    PUTNAM VT VOYAGER FUND seeks capital appreciation primarily from a portfolio
of common stocks that Putnam Management believes have potential for capital
appreciation that is significantly greater than that of market averages.
    
 
ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS
    We reserve the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares that are held by
the Variable Account or that the Variable Account may purchase. We reserve the
right to eliminate the shares of any of the Funds and to substitute shares of
another Fund or of another open-end, registered investment company, if the
shares of a Fund are no longer available for investment, or if in our judgment
further investment in any Fund should become inappropriate in view of the
purposes of the Variable Account. We will not substitute any shares attributable
to your interest in a Sub-Account of the Variable Account without notice and
prior approval of the SEC, to the extent required by the Investment Company Act
of 1940 or other
 
                                       40
<PAGE>
applicable law. Nothing contained herein shall prevent the Variable Account from
purchasing other securities of other Funds or classes of policies, or from
permitting a conversion between Funds or classes of policies on the basis of
requests made by Policy owners.
 
    We also reserve the right to establish additional Sub-Accounts of the
Variable Account, each of which would invest in a new Fund, or in shares of
another investment company, with a specified investment objective. New
Sub-Accounts may be established when, in our sole discretion, marketing needs or
investment conditions warrant, and any new Sub-Accounts will be made available
to existing Policy owners on a basis to be determined by us. We may also
eliminate one or more Sub-Accounts if, in our sole discretion, marketing, tax,
or investment conditions warrant.
 
    In the event of any such substitution or change, we may make such changes in
this and other policies as may be necessary or appropriate to reflect such
substitution or change. If all or a portion of your investments are allocated to
any of the current funds that are being substituted for on the date such
substitution is announced, you may surrender the portion of the Accumulation
Value funded by such Fund(s) without payment of the associated Surrender Charge.
You may transfer the portion of the Accumulation Value affected without payment
of a Transfer Charge. If deemed by us to be in the best interests of persons
having voting rights under the Policies, the Variable Account may be operated as
a management company under the Investment Company Act of 1940, it may be
deregistered under that Act in the event such registration is no longer
required, or it may be combined with our other separate accounts.
 
VOTING RIGHTS
 
    You have the right to instruct us how to vote the Fund shares attributable
to the Policy at regular meetings and special meetings of the Funds. We will
vote the Fund shares held in Sub-Accounts according to the instructions
received, as long as:
 
    - The Variable Account is registered as a unit investment trust under the
      Investment Company Act of 1940; and
 
    - The assets of the Variable Account are invested in Fund shares.
 
    If we determine that, because of applicable law or regulation, we do not
have to vote according to the voting instructions received, we will vote the
Fund shares at our discretion.
 
    All persons entitled to voting rights and the number of votes they may cast
are determined as of a record date, selected by us, not more than 90 days before
the meeting of the Fund. All Fund proxy materials and appropriate forms used to
give voting instructions will be sent to persons having voting interests.
 
    Any Fund shares held in the Variable Account for which we do not receive
timely voting instructions, or which are not attributable to Policy owners, will
be voted by us in proportion to the instructions received from all Policy owners
having a voting interest in the Fund. Any Fund shares held by us or any of our
affiliates in general accounts will, for voting purposes, be allocated to all
separate accounts having voting interests in the Fund in proportion to each
account's voting interest in the respective Fund, and will be voted in the same
manner as are the respective account's votes.
 
    Owning the Policy does not give you the right to vote at meetings of our
stockholders.
 
    DISREGARD OF VOTING INSTRUCTIONS. We may, when required by state insurance
regulatory authorities, disregard voting instructions if the instructions
require that the shares be voted so as to cause a change in the
subclassification or investment objective of any Fund or to approve or
disapprove an investment advisory contract for any Fund. In addition, we may
disregard voting instructions in favor of changes initiated by a Policy owner in
the investment policy or the investment adviser of any Fund if we reasonably
disapprove of such changes. A change would be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we determine that the change would have an adverse effect on the Variable
Account in that the proposed investment policy for a Fund may result in
speculative or unsound investments. In the event we do disregard voting
instructions, a summary of that action and the reasons for such action will be
included in the next annual report to owners.
 
GENERAL PROVISIONS
 
BENEFITS AT AGE 95
    If the Insured is living at Age 95 and the Policy is in force, the Cash
Surrender Value of the Policy will automatically be applied to purchase single
premium paid-up life insurance, unless the Insured notifies us in writing on or
before attaining Age 95 that the Cash Surrender Value should be paid in cash.
 
                                       41
<PAGE>
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.
 
    - Transfer ownership of the Policy.
 
    - Enjoy any other rights the Policy allows.
 
PROCEEDS
    At the Insured's death, the proceeds payable include the Death Benefit then
in force:
 
    - Plus any additional amounts provided by rider on the life of the Insured;
 
    - Plus any Policy loan interest that we have collected but not earned;
 
    - Minus any Loan Amount; and
 
    - Minus any unpaid Monthly Deductions.
 
BENEFICIARY
    You may name one or more beneficiaries on the application when you apply for
the Policy. You may later change beneficiaries by written request. If no
beneficiary is surviving when the Insured dies, the Death Benefit will be paid
to you, if surviving, or otherwise to your estate.
 
POSTPONEMENT OF PAYMENTS
    Payments from the Variable Account for Death Benefits, cash surrender,
partial withdrawal, or loans will generally be made within seven days after we
receive all the documents required for the payments.
 
    We may, however, delay making a payment when we are not able to determine
the Variable Accumulation Value because (i) the New York Stock Exchange is
closed, other than customary weekend or holiday closings, or trading on the New
York Stock Exchange is restricted by the SEC, (ii) the SEC by order permits
postponement for the protection of Policyholders, or (iii) an emergency exists,
as determined by the SEC, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to determine the
value of the Variable Account's net assets. Transfers and allocation to and
against any Sub-Account of the Variable Account may also be postponed under
these circumstances.
 
    Any of the payments described above which are made from the Fixed Account
may be delayed up to six months from the date we receive the documents required.
We will pay interest at an effective annual rate of 3.50% if we delay payment
more than 30 days. No additional interest will be credited to any delayed
payments. The time a payment from the Fixed Account may be delayed and the rate
of interest paid on such amounts may vary among states.
 
SETTLEMENT OPTIONS
    Settlement Options are ways you can choose to have the Policy's proceeds
paid. These options apply to proceeds paid:
 
    - At the Insured's death.
 
    - On total surrender of the Policy.
 
                                       42
<PAGE>
    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.
 
    Option 5 -- The proceeds provide a life income for two payees. When one
    payee dies, the surviving payee receives two-thirds of the amount of the
    joint monthly payment for life.
 
    Option 6 -- The proceeds are used to provide an annuity based on the rates
    in effect when the proceeds are applied. We do not apply this Option if a
    similar option would be more favorable to the payee at that time.
 
    INTEREST ON SETTLEMENT OPTIONS. We base the interest rate for proceeds
applied under Options 1 and 2 on the interest rate we declare on funds that we
consider to be in the same classification based on the Option, restrictions on
withdrawal, and other factors. The interest rate will never be less than an
effective annual rate of 3.50%.
 
    In determining amounts to be paid under Options 3 and 4, we assume interest
at an effective annual rate of 3.50%. Also, for Option 3 and "certain" periods
under Option 4, we credit any excess interest we may declare on funds that we
consider to be in the same classification based on the Option, restrictions on
withdrawal, and other factors.
 
INCONTESTABILITY
    After the Policy has been in force during the Insured's lifetime for two
years from the Policy's Issue Date, we cannot claim the Policy is void or refuse
to pay any proceeds unless the Policy has lapsed.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death Benefit increase has its own two-year
contestable period measured from the date of the increase.
 
    If the Policy is reinstated, the contestable period is measured from the
date of reinstatement with respect to statements made on the application for
reinstatement.
 
MISSTATEMENT OF AGE AND SEX
    If the Insured's Age or sex or both are misstated (except where unisex rates
apply), the Death Benefit will be the amount that the most recent cost of
insurance would purchase using the current cost of insurance rate for the
correct Age and sex.
 
SUICIDE
    If the Insured commits suicide, whether sane or insane, within two years of
the Policy's Issue Date, we do not pay the Death Benefit. Instead, we refund all
premiums paid for the Policy and any attached riders, minus any Loan Amounts and
partial withdrawals.
 
    If you make a Face Amount increase or a premium payment which requires proof
of insurability, the corresponding Death Benefit increase has its own two-year
suicide limitation for the proceeds associated with that increase. If the
Insured commits suicide, whether sane or insane, within two years of the
effective date of the increase, we pay the Death Benefit prior to the increase
and refund the cost of insurance for that increase.
 
                                       43
<PAGE>
    In Colorado and North Dakota, the suicide period is shortened to one year.
 
TERMINATION
    The Policy terminates when any of the following occurs:
 
    - The Policy lapses. See "Policy Lapse and Reinstatement".
 
    - The Insured dies.
 
    - The Policy is surrendered for its Cash Surrender Value.
 
    - The Policy is amended according to the amendment provision described below
      and you do not accept the amendment.
 
    - The Policy matures. See "General Provisions -- Benefits at Age 95".
 
AMENDMENT
    We reserve the right to amend the Policy in order to include any future
changes relating to the following:
 
    - Any SEC rulings and regulations.
 
    - The Policy's qualification for treatment as a life insurance policy under
the following:
     -- The Internal Revenue Code of 1986, as amended.
     -- Internal Revenue Service rulings and regulations.
     -- Any requirements imposed by the Internal Revenue Service.
 
REPORTS
 
    ANNUAL STATEMENT. We will send you an Annual Statement once each year,
showing the Face Amount, Death Benefit, Accumulation Value, Cash Surrender
Value, Loan Amount, premiums paid, Planned Periodic Premiums, interest credits,
partial withdrawals, transfers, and charges since the last statement.
 
    Additional statements are available upon request. We may make a charge not
to exceed $50.00 for each additional Annual Statement you request.
 
    PROJECTION REPORT. Upon request, we will provide you a report projecting
future results based on the Death Benefit Option you specify, the Planned
Periodic Premiums you specify, and the Accumulation Value of your Policy at the
end of the prior Policy Year. We may make a charge not to exceed $50.00 for each
Projection Report you request.
 
DIVIDENDS
    The Policy does not entitle you to participate in our surplus. We do not pay
you dividends under the Policy.
 
    The Sub-Account receives any dividends paid by the related Fund. Any such
dividend is credited to you through the calculation of the Sub-Account's daily
Unit Value.
 
COLLATERAL ASSIGNMENT
    You may assign the benefits of the Policy as collateral for a debt. This
limits your rights to the Cash Surrender Value and the beneficiary's rights to
the proceeds. An assignment is not binding on us until we receive written
notice.
 
OPTIONAL INSURANCE BENEFITS
    The Policy can include additional benefits, in the form of riders to the
Policy, if our requirements for issuing such benefits are met. We currently
offer the following benefit riders:
 
    ACCELERATED BENEFIT RIDER. Under certain circumstances a part of the Death
Benefit may be paid to you when the Insured has been diagnosed as having a
terminal illness. This Rider may not be available in all states. Ask your
registered representative about the availability of this Rider in your state.
See "Accelerated Benefit Rider".
 
    ACCIDENTAL DEATH BENEFIT RIDER. Provides an additional benefit if the
Insured dies from an accidental injury.
 
                                       44
<PAGE>
    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.
 
FEDERAL TAX MATTERS
 
    The following discussion is not intended to be a complete description of the
tax status of the Policies. Rather, it provides information about how we believe
the tax laws apply in the most commonly occurring circumstances. The tax
treatment of certain aspects of the Policies, such as surrenders and partial
withdrawals, is uncertain or may be changed by regulations adopted in the
future. For these reasons, Policy owners are advised to consult with their own
tax advisers with regard to the tax implications of the Policies.
 
POLICY PROCEEDS
 
    GENERAL. The Policy should qualify as a life insurance contract as long as
it satisfies certain definitional tests under Section 7702 and 817(d) of the
Internal Revenue Code (the "Code") and as long as the underlying investments for
the Contract satisfy diversification requirements under section 817(h) of the
Code (see "Diversification Requirements"). Section 7702 of the Code provides
that the Policy will so qualify if it satisfies a cash value accumulation test
or a guideline premium requirement and falls within a cash value corridor. The
qualification of the Policy under Section 7702 depends in part upon the Death
Benefit payable under the Policy at any time. To the extent a change in the
Policy, such as a decrease in Face Amount or a change in Death Benefit Option,
would cause the Policy not to qualify, we will not make the change. Also, if at
any time a premium is paid which would result in total premiums exceeding the
current maximum premiums allowed, we will only accept that portion of the
premium which would make total premiums equal the maximum (see "Payment and
Allocation of Premiums -- Amount and Timing of Premiums").
 
    MODIFIED ENDOWMENT CONTRACTS. In 1988 Congress created a new classification
of life insurance policies known as "Modified Endowment Contracts". Policy
loans, partial surrenders and partial withdrawals of cash from a policy which is
classified as a Modified Endowment Contract are taxable as ordinary income to
the Policy owner. Additionally, taxable distributions, if made before the Policy
owner is 59 1/2, are subject to a Federal income tax penalty of 10%.
 
    Modified Endowment Contract classification may be avoided by limiting the
amount of premiums paid under the Policy. If you contemplate a large premium
payment under this Policy, and you wish to avoid Modified Endowment Contract
classification, you may contact us in writing before making the payment and we
will tell you the maximum amount which can be paid into the Policy.
 
    DIVERSIFICATION REQUIREMENTS. Flexible premium variable life insurance
policies such as these Policies will be treated as life insurance contracts
under the Code as long as the separate accounts funding them are "adequately
diversified" under section 817(h) of the Code and regulations issued by the
Treasury Department. If the Variable Account is determined to be not adequately
diversified, Policy owners in the Variable Account will be treated as the owners
of the underlying assets and thus currently taxable on earnings and gains. The
investment adviser of the respective mutual fund investment options has
responsibility for maintaining the investment diversification required under the
Code.
 
    DEATH BENEFITS. The Death Benefit proceeds payable under either the Level
Amount Option or the Variable Amount Option will be excludable from the gross
income of the beneficiary under Section 101(a) of the Code.
 
                                       45
<PAGE>
TAXATION OF DISTRIBUTIONS
 
    SURRENDERS AND PARTIAL WITHDRAWALS. A surrender or lapse of the Policy may
have tax consequences. Upon surrender, the owner will not be taxed on the Cash
Surrender Value except for the amount, if any, that exceeds the gross premiums
paid less the untaxed portion of any prior withdrawals. The amount of any Policy
loan will, upon surrender or lapse, be added to the Cash Surrender Value and
treated, for this purpose, as if it had been received. A loss incurred upon
surrender is generally not deductible. The tax consequences of a surrender may
differ if the proceeds are received under any income payment settlement option.
 
    A complete surrender of the Policy will, and a partial withdrawal may, under
Section 72(e)(5) of the Code, be included in your gross income to the extent
that the distribution exceeds your investment in the Policy. Withdrawals or
partial surrenders generally are not taxable unless the total of such
withdrawals exceeds total premiums paid to the date of withdrawal less the
untaxed portion of any prior withdrawals. During the first 15 policy years,
however, an additional amount may be taxable if the partial surrender results in
or is necessitated by a reduction in benefits. A qualified tax adviser should be
consulted regarding the tax consequences of any surrender or partial withdrawal
during the first 15 policy years.
 
    The increase in Accumulation Value of the Policy will not be included in
gross income unless and until there is a total surrender or partial withdrawal
under the Policy. A complete surrender of the Policy will, and a partial
withdrawal may, under Section 72(e)(5) of the Code, be included in your gross
income to the extent the distribution exceeds your investment in the Policy.
 
    The Unemployment Compensation Amendments of 1992 require us to withhold
Federal income tax at the rate of 20% on most distributions from qualified
plans, unless the distribution is an "eligible rollover distribution" as defined
by the Unemployment Compensation Act of 1992 and the Policy owner files a
written request with us for a direct rollover to an individual retirement
account as described in 408(b) of the Code, or as applicable, to another
qualified plan or a Section 403(b) arrangement that accepts rollovers.
 
    POLICY LOANS. Under Section 72(e)(5) of the Code, loans received under the
Policy will be generally recognized as loans for tax purposes and will not be
considered to be distributions subject to tax. Pursuant to Section 163 of the
Code, interest paid to us with respect to the loan may or may not be deductible,
depending upon a number of factors. If the Policy is a Modified Endowment
Contract, a Policy loan or assignment of any portion of the Accumulation Value
will be taxable in an amount equal to the lesser of the amount of the
loan/assignment or the excess of Accumulation Value over the Owner's investment
in the Policy. Due to the complexity of these factors, a Policy owner should
consult a competent tax adviser as to the deductibility of interest paid on any
Policy loans.
 
    OTHER TAXES. Federal estate taxes and state and local estate, inheritance
and other taxes may become due depending on applicable law and your
circumstances or the circumstances of the Policy beneficiary if you or the
Insured dies. Any person concerned about the estate implications of the Policy
should consult a competent tax adviser.
 
TAXATION OF POLICIES HELD BY PENSION AND CERTAIN DEFERRED COMPENSATION PLANS
 
    PENSION AND PROFIT-SHARING PLANS. If a Policy is purchased by a trust which
forms part of a pension or profit-sharing plan qualified under Section 401(a) of
the Code for the benefit of participants covered under the plan, the Federal
income tax treatment of such Policies will be somewhat different from that
described above. A competent tax adviser should be consulted on these matters.
 
    DEFERRED COMPENSATION PLANS FOR PUBLIC EMPLOYEES AND EMPLOYEES OF TAX EXEMPT
ORGANIZATIONS. Section 457 of the Code permits state and local government
employers and tax exempt employers to establish deferred compensation plans for
eligible employees and independent contractors. Eligible plans limit the amount
of compensation which may be deferred. Distribution from eligible plans may
occur 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.
 
                                       46
<PAGE>
   
TAXATION OF RELIASTAR LIFE INSURANCE COMPANY
    
    We do not initially expect to incur any income tax burden upon the earnings
or the realized capital gains attributable to the Variable Account. Based on
this expectation, no charge is being made currently to the Variable Account for
Federal income taxes which may be attributable to the Account. If, however, we
determine that we may incur such tax burden, we may assess a charge for such
burden from the Variable Account.
 
    We may also incur state and local taxes, in addition to premium taxes, in
several states. At present these taxes are not significant. If there is a
material change in state or local tax laws, charges for such taxes, if any,
attributable to the Variable Account, may be made.
 
OTHER CONSIDERATIONS
    The foregoing discussion is general and is not intended as tax advice. Any
person concerned about these tax implications should consult a competent tax
adviser. This discussion is based on our understanding of the present Federal
income tax laws as they are currently interpreted by the IRS. No representation
is made as to the likelihood of continuation of these current laws and
interpretations. It should be further understood that the foregoing discussion
is not exhaustive and that special rules not described in this Prospectus may be
applicable in certain situations. Moreover, no attempt has been made to consider
any applicable state or other tax laws.
 
LEGAL DEVELOPMENTS REGARDING EMPLOYMENT -- RELATED BENEFIT PLANS
 
    The Policy is based on actuarial tables which distinguish between men and
women and therefore provide different benefits to men and women of the same Age.
Employers and employee organizations should consider, in consultation with legal
counsel, the impact of the Supreme Court decision of July 6, 1983 in ARIZONA
GOVERNING COMMITTEE V. NORRIS. That decision stated that optional annuity
benefits provided under an employee's deferred compensation plan could not,
under Title VII of the Civil Rights Act of 1964, vary between men and women on
the basis of sex. Employers and employee organizations should also consider, in
consultation with legal counsel, the impact of Title VII generally, and
comparable state laws that may be applicable, on any employment-related
insurance or benefit plan for which a Policy may be purchased.
 
    Because of the NORRIS decision, the charges under the Policy that vary
depending on sex may in some cases not vary on the basis of the Insured's sex.
Unisex rates to be provided by us will apply, if requested on the application,
for tax-qualified plans and those plans where an employer believes that the
NORRIS decision applies. In this case, references made to the mortality tables
applicable to this Policy are to be disregarded and substituted with an 80% male
20% female blend of the 1980 Commissioner's Standard Ordinary Smoker and
Non-Smoker Mortality Tables, Age Last Birthday.
 
DISTRIBUTION OF THE POLICIES
 
    We intend to sell the Policies in all jurisdictions where we are licensed.
The Policies will be sold by licensed insurance agents who are also registered
representatives of broker-dealers registered with the SEC under the Securities
Exchange Act of 1934 who are members of the National Association of Securities
Dealers, Inc.
 
   
    The Policies will be distributed by the general distributor, Washington
Square Securities, Inc., (WSSI), a Minnesota corporation, which is an affiliate
of ours. WSSI is a securities broker-dealer registered with the SEC and is a
member of the National Association of Securities Dealers, Inc. It is primarily a
mutual funds dealer and has dealer agreements under which it markets shares of
many mutual funds. It also markets limited partnerships and other tax-sheltered
or tax-deferred investments, and acts as general distributor (principal
underwriter) for variable annuity products issued by us. The Policies may also
be sold through other broker-dealers authorized by WSSI and applicable law to do
so. Registered representatives of such broker-dealers may be paid on a different
basis than described below.
    
 
    Registered representatives who sell the Policies will receive commissions
based on a commission schedule. In the first Policy Year, commissions generally
will be no more than 50% of the premiums paid up to the annualized Minimum
Monthly Premium, plus 2% of additional premiums. In any subsequent Policy Year,
commissions generally will be 2% of premiums paid in that year. Corresponding
commissions will be paid upon a requested increase in Face Amount. In addition,
a commission of .25% of the average monthly Accumulation Value during each
Policy Year may be paid. Further, registered representatives may be eligible to
receive certain overrides and other benefits based on the amount of earned
commissions.
 
                                       47
<PAGE>
MANAGEMENT
 
DIRECTORS
 
   
<TABLE>
<CAPTION>
                        TERM                            PRINCIPAL OCCUPATION
                       EXPIRES                        AND BUSINESS EXPERIENCE
                     -----------  ----------------------------------------------------------------
<S>                  <C>          <C>
 
R. Michael Conley          1997   Senior Vice President of ReliaStar Financial Corp. since 1991;
                                  Senior Vice President, ReliaStar Employee Benefits of ReliaStar
                                  Life Insurance Company since 1986; President of NWNL Benefits
                                  Corporation since 1988; Executive Vice President of ReliaStar
                                  Bankers Security Life Insurance Company since 1996; Director of
                                  subsidiaries of ReliaStar Financial Corp.
 
Richard R. Crowl           1999   Senior Vice President, General Counsel and Secretary of
                                  ReliaStar Financial Corp. since 1996; Senior Vice President and
                                  General Counsel of ReliaStar Life Insurance Company, ReliaStar
                                  Bankers Security Life Insurance Company, Northern Life Insurance
                                  Company, and ReliaStar United Services Life Insurance Company
                                  since 1996; Executive Vice President and General Counsel of
                                  Washington Square Advisers, Inc. since 1986; Vice President and
                                  Associate General Counsel of ReliaStar Financial Corp. from 1989
                                  to 1996; Vice President and Associate General Counsel of
                                  ReliaStar Life Insurance Company from 1985 to 1996; Director and
                                  Vice President of subsidiaries of ReliaStar Financial Corp.
 
John H. Flittie            1999   Vice Chairman, President and Chief Operating Officer of
                                  ReliaStar Life Insurance Company since 1996; President and Chief
                                  Operating Officer of ReliaStar Financial Corp. and ReliaStar
                                  Life Insurance Company since 1993; Vice Chairman, Chief
                                  Executive Officer and President of ReliaStar Bankers Security
                                  Life Insurance Company since 1996; Vice Chairman of ReliaStar
                                  United Services Life Insurance Company and ReliaStar Bankers
                                  Security Life Insurance Company since 1995; Senior Executive
                                  Vice President and Chief Operating Officer of ReliaStar
                                  Financial Corp. and ReliaStar Life Insurance Company from 1992
                                  to 1993; Senior Executive Vice President and Chief Operating
                                  Officer of ReliaStar Financial Corp. from 1991 to 1992;
                                  Executive Vice President and Chief Financial Officer of
                                  ReliaStar Financial Corp. and ReliaStar Life Insurance Company
                                  from 1989 to 1991; Director of Community First BankShares, Inc.
                                  and Director and Officer of various subsidiaries of ReliaStar
                                  Financial Corp.
 
Wayne R. Huneke            1998   Senior Vice President, Chief Financial Officer and Treasurer of
                                  ReliaStar Financial Corp. and ReliaStar Life Insurance Company
                                  since 1994; Vice President, Treasurer and Chief Accounting
                                  Officer from 1990 to 1994; Director and Officer of subsidiaries
                                  of ReliaStar Financial Corp.
 
Kenneth U. Kuk             1997   Senior Vice President of ReliaStar Financial Corp. and ReliaStar
                                  Life Insurance Company since 1996; Vice President, Strategic
                                  Marketing of ReliaStar Financial Corp. and ReliaStar Life
                                  Insurance Company since 1996; Vice President, Investments of
                                  ReliaStar Financial Corp. from 1991 to 1996; President of
                                  Washington Square Advisers, Inc. since 1995; Chairman of
                                  ReliaStar Mortgage Corporation since 1988; Director of National
                                  Commercial Finance Association and Director and Officer of
                                  subsidiaries of ReliaStar Financial Corp.
 
William R. Merriam         1999   Senior Vice President, Life & Health Reinsurance of ReliaStar
                                  Life Insurance Company since 1991; Vice President from 1984 to
                                  1991
 
Robert C. Salipante        1997   Senior Vice President of Personal Financial Services of
                                  ReliaStar Financial Corp. and ReliaStar Life Insurance Company
                                  since 1996; Executive Vice President of ReliaStar Bankers
                                  Security Life Insurance Company since 1996; Senior Vice
                                  President of Individual Division and Technology of ReliaStar
                                  Life Insurance Company since
</TABLE>
    
 
                                       48
<PAGE>
   
<TABLE>
<CAPTION>
                        TERM                            PRINCIPAL OCCUPATION
                       EXPIRES                        AND BUSINESS EXPERIENCE
                     -----------  ----------------------------------------------------------------
<S>                  <C>          <C>
                                  1996; Senior Vice President of Strategic Marketing and
                                  Technology of ReliaStar Financial Corp. and ReliaStar Life
                                  Insurance Company from 1994 to 1996; Senior Vice President and
                                  Chief Financial Officer of ReliaStar Financial Corp. and
                                  ReliaStar Life Insurance Company from 1992 to 1994; Executive
                                  Vice President of Ameritrust Corporation from 1988 to 1992;
                                  Director and Officer of various subsidiaries of ReliaStar
                                  Financial Corp.
 
Donald L. Swanson          1997   Senior Vice President, ReliaStar Retirement Plans of ReliaStar
                                  Life Insurance Company since 1993; Vice President from 1990 to
                                  1993
 
John G. Turner             1998   Chairman and Chief Executive Officer of ReliaStar Financial
                                  Corp. and ReliaStar Life Insurance Company since 1993; Chairman
                                  of ReliaStar United Services Life Insurance Company and
                                  ReliaStar Bankers Security Life Insurance Company since 1995;
                                  Chairman of Northern Life Insurance Company since 1992;
                                  Chairman, President and Chief Executive Officer of ReliaStar
                                  Financial Corp. and ReliaStar Life Insurance Company in 1993;
                                  President and Chief Executive Office of ReliaStar Financial
                                  Corp. and ReliaStar Life Insurance Company from 1991 to 1993;
                                  President and Chief Operating Officer of ReliaStar Financial
                                  Corp. from 1989 to 1991; President and Chief Operating Officer
                                  of ReliaStar Life Insurance Company from 1986 to 1991; Director
                                  of subsidiaries of ReliaStar Financial Corp.
 
Steven W. Wishart          1999   Senior Vice President and Chief Investment Officer of ReliaStar
                                  Financial Corp. since 1989; Senior Vice President of ReliaStar
                                  Life Insurance Company since 1981; President and Chief Executive
                                  Officer of ReliaStar Investment Research, Inc. since 1996;
                                  President of Washington Square Capital Inc. from 1981 to 1996;
                                  President of WSCR, Inc. from 1986 to 1996; Director of National
                                  Benefit Resources Group Services Inc. and subsidiaries of
                                  ReliaStar Financial Corp.
</TABLE>
    
 
   
The Executive Committee and Finance Committee of our Board of Directors consists
of Directors Flittie, Huneke, Salipante, Crowl and Turner.
    
 
EXECUTIVE OFFICERS
 
   
<TABLE>
<S>                  <C>
John G. Turner       Chairman and Chief Executive Officer
John H. Flittie      Vice Chairman, President and Chief Operating Officer
R. Michael Conley    Senior Vice President
Richard R. Crowl     Senior Vice President and General Counsel
Wayne R. Huneke      Senior Vice President, Chief Financial Officer and
                      Treasurer
Kenneth U. Kuk       Senior Vice President
Robert C. Salipante  Senior Vice President
Donald L. Swanson    Senior Vice President
Steven W. Wishart    Senior Vice President
</TABLE>
    
 
   
    All of the foregoing executive officers have been officers or employees of
ours for the past five years.
    
 
STATE REGULATION
 
    We are subject to the laws of the State of Minnesota governing insurance
companies and to regulation and supervision by the Insurance Division of the
State of Minnesota. An annual statement in a prescribed form is filed with the
Insurance Division each year, and in each state we do business, covering our
operations for the preceding year and our financial condition as of the end of
that year. Our books and accounts are subject to review by the Insurance
Division and a full examination of our operations is conducted periodically
(usually every three years) by the National Association of Insurance
Commissioners. This regulation does not, however, involve supervision or
management of our investment practices or policies.
 
                                       49
<PAGE>
    In addition, we are subject to regulation under the insurance laws of other
jurisdictions in which we operate.
 
    We are also subject to supervision and verification by the State of
Minnesota regarding participating business allocated to the Participation Fund
Account, which was established in connection with the reorganization and
demutualization of the Company in 1989. The Participation Fund Account was
established for the purpose of maintaining the dividend practices relative to
certain policies previously issued by the Company's former Mutual Department.
The Participation Fund Account is not a separate account as described under
Minnesota Statutes Chapter 61A. An annual examination of the Participation Fund
Account is made by independent consulting actuaries representing the Insurance
Division of the State of Minnesota.
 
MASSACHUSETTS AND MONTANA RESIDENTS
 
    All Policy provisions described in the prospectus that are based on the sex
of the Insured should be disregarded. This Policy will be issued on a unisex
basis.
 
    References made to the mortality tables applicable to this Policy are to be
disregarded and substituted with an 80% male 20% female blend of the 1980
Commissioner's Standard Ordinary Smoker and Non-Smoker Mortality Tables, Age
Last Birthday.
 
LEGAL PROCEEDINGS
 
    There are no legal proceedings to which the Variable Account is a party. We
are engaged in litigation of various kinds; however, our management does not
believe that any of this litigation is of material importance in relation to our
total assets.
 
BONDING ARRANGEMENTS
 
    An insurance company blanket bond is maintained providing $25,000,000
coverage for our officers and employees and those of Washington Square
Securities, Inc., (WSSI), subject to a $500,000 deductible.
 
LEGAL MATTERS
 
   
    Legal matters in connection with the Variable Account and the Policy
described in this Prospectus have been passed upon by Robert B. Saginaw,
Esquire, Attorney for the Company.
    
 
EXPERTS
 
   
    The financial statements of ReliaStar's Select*Life Variable Account as of
December 31, 1996 and for each of the three years then ended and the annual
financial statements of ReliaStar Life Insurance Company included in this
Prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports which are included herein, and have been so included in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
    
 
    Actuarial matters included in this Prospectus have been examined by Craig A.
Krogstad, F.S.A., M.A.A.A., as stated in the opinion filed as an exhibit to the
Registration Statement.
 
REGISTRATION STATEMENT CONTAINS FURTHER INFORMATION
 
    A Registration Statement has been filed with the SEC under the Securities
Act of 1933 with respect to the Policies. This Prospectus does not contain all
information included in the Registration Statement, its amendments and exhibits.
For further information concerning the Variable Account, the Funds, the Policies
and us, please refer to the Registration Statement.
 
    Statements in this Prospectus concerning provisions of the Policy and other
legal documents are summaries. Please refer to the documents as filed with the
SEC for a complete statement of the provisions of those documents.
 
    Information may be obtained from the SEC's principal office in Washington,
D.C., for a fee it prescribes, or examined there without charge.
 
FINANCIAL STATEMENTS
 
   
    The financial statements for the Variable Account reflect the operations of
the Variable Account and its Sub-Accounts as of December 31, 1996 and for each
of the three years in the period then ended. Although the financial statements
are audited, the periods they cover are not necessarily indicative of the longer
term performance of the assets held in the Variable Account.
    
 
   
    The financial statements of ReliaStar Life Insurance Company which are
included in this Prospectus should be distinguished from the financial
statements of the Variable Account and should be considered only as bearing upon
the ability of ReliaStar Life Insurance Company to meet its obligations under
the Policies. They should not be considered as bearing on the investment
performance of the assets held in the Variable Account.
    
 
                                       50
<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
    
 
                                       51
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                      STATEMENT OF ASSETS AND LIABILITIES
    
 
   
                               December 31, 1996
                   (In Thousands, Except Share and Unit Data)
    
 
   
 
<TABLE>
<CAPTION>
                                 FIDELITY'S      FIDELITY'S     FIDELITY'S      FIDELITY'S
                                    VIPF            VIPF           VIPF            VIPF
                                MONEY MARKET    HIGH INCOME    EQUITY-INCOME      GROWTH
ASSETS:                           PORTFOLIO      PORTFOLIO       PORTFOLIO      PORTFOLIO
- ------------------------------  -------------  --------------  -------------  --------------
<S>                             <C>            <C>             <C>            <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)                           $8,331
  High Income Portfolio
    1,174,765 shares (cost
    $13,271)                                         $14,708
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)                                                        $58,229
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)                                                                        $76,996
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)
  Growth and Income Fund
    470,133 shares (cost
    $9,975)
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)
  Voyager Fund
    872,112 shares (cost
    $25,432)
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                -------------  --------------  -------------  --------------
  Total Assets                        $8,331         $14,708        $58,229         $76,966
                                -------------  --------------  -------------  --------------
                                -------------  --------------  -------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risk:                           $5             $13            $22             $48
Policyowners' Equity:                  8,326          14,695         58,207          76,918
                                -------------  --------------  -------------  --------------
  Total Liabilities and
    Policyowners' Equity              $8,331         $14,708        $58,229         $76,966
                                -------------  --------------  -------------  --------------
                                -------------  --------------  -------------  --------------
  Units Outstanding:             654,425.374     773,942.356   2,622,030.390  3,452,718.980
Net Asset Value per Unit:
  Select*Life I                   $15.890521      $25.660930     $27.587247      $29.496120
  Select*Life Series 2000         $11.630991      $13.428116     $16.455088      $15.517378
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       52
<PAGE>
 
   
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                                  FIDELITY'S VIPF
                                  FIDELITY'S    FIDELITY'S VIPF          II         FIDELITY'S VIPF   FIDELITY'S VIPF
                                     VIPF              II            INVESTMENT            II                II
                                   OVERSEAS      ASSET MANAGER       GRADE BOND        INDEX 500         CONTRAFUND
                                  PORTFOLIO        PORTFOLIO         PORTFOLIO         PORTFOLIO         PORTFOLIO
                                --------------  ----------------  ----------------  ----------------  ----------------
<S>                             <C>             <C>               <C>               <C>               <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)
  High Income Portfolio
    1,174,765 shares (cost
    $13,271)
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)                          $22,958
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)                                           $28,756
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)                                                               $3,222
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)                                                                                 $7,585
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)                                                                                                  $10,173
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)
  Growth and Income Fund
    470,133 shares (cost
    $9,975)
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)
  Voyager Fund
    872,112 shares (cost
    $25,432)
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                --------------  ----------------  ----------------  ----------------  ----------------
  Total Assets                        $22,958          $28,756            $3,222            $7,585           $10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
                                --------------  ----------------  ----------------  ----------------  ----------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risk:                           $10              $13                $1                $2                $-
Policyowners' Equity:                  22,948           28,743             3,221             7,583            10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
  Total Liabilities and
    Policyowners' Equity              $22,958          $28,756            $3,222            $7,585           $10,173
                                --------------  ----------------  ----------------  ----------------  ----------------
                                --------------  ----------------  ----------------  ----------------  ----------------
  Units Outstanding:            1,536,316.506    1,892,481.312       247,189.999       441,948.368       686,514.792
Net Asset Value per Unit:
  Select*Life I                    $18.132967       $17.774921        $14.638773        $17.724683                $-
  Select*Life Series 2000          $12.518269       $12.498123        $11.631128        $16.991905        $14.817873
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       53
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                 STATEMENT OF ASSETS AND LIABILITIES, Continued
    
 
   
                               December 31, 1996
                   (In Thousands, Except Share and Unit Data)
    
 
   
 
<TABLE>
<CAPTION>
                                                                  PUTNAM'S VT
                                 PUTNAM'S VT     PUTNAM'S VT       UTILITIES
                                 DIVERSIFIED      GROWTH AND        GROWTH        PUTNAM'S VT
                                    INCOME          INCOME        AND INCOME        VOYAGER
ASSETS:                              FUND            FUND            FUND             FUND
- ------------------------------  --------------  --------------  ---------------  --------------
<S>                             <C>             <C>             <C>              <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)
  High Income Portfolio
    1,174,765 shares (cost
    13,271)
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)                            $1,396
  Growth and Income Fund
    470,133 shares (cost
    $9,975)                                           $11,547
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)                                                             $1,551
  Voyager Fund
    872,112 shares (cost
    $25,432)                                                                           $28,370
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)
  New Opportunities Fund
    587,344 shares (cost
    $10,080)
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)
  Multi-Sector Bond Fund
    56,204 shares (cost $292)
                                --------------  --------------  ---------------  --------------
  Total Assets                         $1,396         $11,547           $1,551         $28,370
                                --------------  --------------  ---------------  --------------
                                --------------  --------------  ---------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risks:                           $1              $-               $4              $6
Policyowners' Equity:                   1,395          11,547            1,547          28,364
                                --------------  --------------  ---------------  --------------
  Total Liabilities and
    Policyowners' Equity               $1,396         $11,547           $1,551         $28,370
                                --------------  --------------  ---------------  --------------
                                --------------  --------------  ---------------  --------------
  Units Outstanding:              112,611.941     691,973.875      107,970.108   1,750,710.230
Net Asset Value per Unit:
  Select*Life I                    $12.597066      $16.669506       $14.583970      $16.420248
  Select*Life Series 2000          $12.377481      $16.688048       $14.292632      $16.172504
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       54
<PAGE>
 
   
                 STATEMENT OF ASSETS AND LIABILITIES, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                 PUTNAM'S VT     PUTNAM'S VT    NORTHSTAR'S
                                 ASIA PACIFIC        NEW          INCOME        NORTHSTAR'S
                                    GROWTH      OPPORTUNITIES   AND GROWTH   MULTI-SECTOR BOND
                                     FUND            FUND          FUND            FUND             TOTAL
                                --------------  --------------  -----------  -----------------  --------------
<S>                             <C>             <C>             <C>          <C>                <C>
Investments in mutual funds at
  market value:
FIDELITY'S VIPF AND VIPF II:
  Money Market Portfolio
    8,331,158 shares (cost
    $8,331)                                                                                             $8,331
  High Income Portfolio
    1,174,765 shares (cost
    13,271)                                                                                             14,708
  Equity-Income Portfolio
    2,768,870 shares (cost
    $43,522)                                                                                            58,229
  Growth Portfolio
    2,471,620 shares (cost
    $57,986)                                                                                            76,966
  Overseas Portfolio
    1,218,598 shares (cost
    $19,635)                                                                                            22,958
  Asset Manager Portfolio
    1,698,514 shares (cost
    $24,709)                                                                                            28,756
  Investment Grade Bond
    Portfolio
    263,226 shares (cost
    $3,060)                                                                                              3,222
  Index 500 Portfolio
    85,097 shares (cost
    $6,398)                                                                                              7,585
  Contrafund Portfolio
    614,293 shares (cost
    $8,989)                                                                                             10,173
PUTNAM'S VT:
  Diversified Income Fund
    123,850 shares (cost
    $1,309)                                                                                              1,396
  Growth and Income Fund
    470,133 shares (cost
    $9,975)                                                                                             11,547
  Utilities Growth and Income
    Fund
    104,825 shares (cost
    $1,314)                                                                                              1,551
  Voyager Fund
    872,112 shares (cost
    $25,432)                                                                                            28,370
  Asia Pacific Growth Fund
    146,046 shares (cost
    $1,546)                            $1,608                                                            1,608
  New Opportunities Fund
    587,344 shares (cost
    $10,080)                                          $10,114                                           10,114
NORTHSTAR'S:
  Income and Growth Fund
    50,357 shares (cost $591)                                          $590                                590
  Multi-Sector Bond Fund
    56,204 shares (cost $292)                                                           $295               295
                                --------------  --------------  -----------  -----------------  --------------
  Total Assets                         $1,608         $10,114          $590             $295          $286,399
                                --------------  --------------  -----------  -----------------  --------------
                                --------------  --------------  -----------  -----------------  --------------
LIABILITIES AND POLICYOWNERS'
  EQUITY:
- ------------------------------
Due to (from) ReliaStar Life
  Insurance Company for
  accrued mortality and
  expense risks:                           $-              $1            $-               $-              $126
Policyowners' Equity:                   1,608          10,113           590              295          $286,273
                                --------------  --------------  -----------  -----------------  --------------
  Total Liabilities and
    Policyowners' Equity               $1,608         $10,114          $590             $295          $286,399
                                --------------  --------------  -----------  -----------------  --------------
                                --------------  --------------  -----------  -----------------  --------------
  Units Outstanding:              144,086.091     681,263.859    42,551.251       22,576.638    15,861,312.069
Net Asset Value per Unit:
  Select*Life I                            $-              $-            $-               $-
  Select*Life Series 2000          $11.161174      $14.844820    $13.870191       $13.078392
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       55
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                      STATEMENT OF OPERATIONS AND CHANGES
    
   
                            IN POLICYOWNERS' EQUITY
    
   
                                 (In Thousands)
    
 
   
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                                   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                                                       1996           1995           1994
                                                                                   -------------  -------------  -------------
<S>                                                                                <C>            <C>            <C>
Net investment income:
  Reinvested dividend income.....................................................       $2,990         $2,259         $1,454
  Reinvested capital gains.......................................................        8,110          1,456          2,880
  Mortality and expense risk charge..............................................       (1,935)        (1,186)          (692)
                                                                                   -------------  -------------  -------------
    Net investment income and capital gains......................................        9,165          2,529          3,642
                                                                                   -------------  -------------  -------------
Realized and unrealized gains (losses):
  Net realized gains on redemptions of fund shares...............................        3,085          1,345            896
  Increase (decrease) in unrealized appreciation of investments..................       15,731         27,857         (4,458)
                                                                                   -------------  -------------  -------------
    Net realized and unrealized gains (losses)...................................       18,816         29,202         (3,562)
                                                                                   -------------  -------------  -------------
      Net additions from operations..............................................       27,981         31,731             80
                                                                                   -------------  -------------  -------------
Policyowner transactions:
  Net premium payments...........................................................      108,108         66,506         49,268
  Transfers from (to) Fixed Accounts.............................................           95           (401)           (35)
  Policy loans...................................................................       (2,266)        (1,582)          (781)
  Loan collateral interest crediting.............................................          174            101             69
  Surrenders.....................................................................       (5,080)        (3,576)        (2,080)
  Death benefits.................................................................         (203)          (220)           (87)
  Cost of insurance charges......................................................      (19,202)       (12,860)        (8,762)
  Death benefit guarantee charges................................................         (459)          (488)          (531)
  Monthly expense charges........................................................       (2,932)        (1,831)        (1,057)
                                                                                   -------------  -------------  -------------
    Additions for policyowner transactions.......................................       78,235         45,649         36,004
                                                                                   -------------  -------------  -------------
      Net additions for the year.................................................      106,216         77,380         36,084
Policyowners' Equity, beginning of the year......................................      180,057        102,677         66,593
                                                                                   -------------  -------------  -------------
Policyowners' Equity, end of the year............................................     $286,273       $180,057       $102,677
                                                                                   -------------  -------------  -------------
                                                                                   -------------  -------------  -------------
</TABLE>
    
 
   
    The accompanying notes are an integral part of the financial statements.
    
 
                                       56
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                         NOTES TO FINANCIAL STATEMENTS
    
 
   
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
    
   
  ORGANIZATION AND CONTRACTS:
  ReliaStar Select*Life Variable Account (the "Account") is a separate account
  of ReliaStar Life Insurance Company ("ReliaStar Life"), a wholly owned
  subsidiary of ReliaStar Financial Corp (formerly The NWNL Companies, Inc.).
  The Account is registered as a unit investment trust under the Investment
  Company Act of 1940.
    
 
   
  Payments received under the contracts are allocated to Sub-Accounts of the
  Account, each of which invested in one of the Funds listed below during the
  year:
    
 
   
<TABLE>
<CAPTION>
FIDELITY'S VIPF AND VIPF II:                PUTNAM VT:                                  NORTHSTAR FUNDS:
- ------------------------------------------  ------------------------------------------  ------------------------------------------
<S>                                         <C>                                         <C>
Money Market Portfolio                      Diversified Income Fund                     Income and Growth Fund
High Income Portfolio                       Growth and Income Fund                      Multi-Sector Bond Fund
Equity-Income Portfolio                     Utilities Growth and Income Fund
Growth Portfolio                            Voyager Fund
Overseas Portfolio                          Asia Pacific Growth Fund
Asset Manager Portfolio                     New Opportunities Fund
Investment Grade Bond Portfolio
Index 500 Portfolio
Contrafund Portfolio
</TABLE>
    
 
   
  Northstar Investment Management Corporation, an affiliate of ReliaStar Life,
  is the investment adviser for the two Northstar Funds and is paid fees for its
  services by the Northstar Funds. Fidelity Management & Research Company is the
  investment adviser for Fidelity's VIPF and VIPF II and is paid for its
  services by the VIPF and VIPF II Portfolios. Putnam Investment Management,
  Inc. is the investment adviser for the Putnam VT Funds and is paid fees for
  its services by the Putnam VT Funds. On May 3, 1993, ReliaStar Life added the
  Sub-Account investing in the VIPF II Index 500 Portfolio. On January 1, 1994,
  Sub-Accounts investing in Putnam VT's Diversified Income Fund, Growth and
  Income Fund, Utilities Growth and Income Fund and Voyager Fund were made
  available through the Select*Life Series 2000 policies and on May 2, 1994,
  Sub-Accounts investing in these Putnam VT Funds were made available to
  Select*Life I policies. On December 30, 1994, Sub-Accounts investing in the
  Northstar Funds were made available to Select*Life Series 2000 policies. On
  April 30, 1995 Sub-Accounts investing in the VIPF II Contrafund Portfolio, the
  Putnam VT Asia Pacific Growth Fund and the Putnam VT New Opportunities Fund
  were made available to Select*Life Series 2000 policies.
    
 
   
  SECURITIES VALUATION AND TRANSACTIONS:
  The market value of investments in the Sub-Accounts is based on the closing
  net asset values of the Fund shares held at the end of the period. Investment
  transactions are accounted for on the trade date (date the order to purchase
  or redeem is executed) and dividend income and capital distributions are
  recorded on the ex-dividend date. Net realized gains and losses on redemptions
  of shares of the Funds are determined on the basis of specific identification
  of Fund's share costs. Net investment income and realized and unrealized gain
  (loss) on investments of each Sub-Account are allocated to the Policies on
  each valuation date based on each policy's pro-rata share of the net assets of
  each Sub-Account as of the beginning of the valuation period.
    
 
   
2. FEDERAL INCOME TAXES:
    
   
  Under current tax law, the income, gains and losses from the separate account
  investments are not taxable to either the Account or ReliaStar Life.
    
 
   
3. POLICY CHARGES:
    
   
  Certain charges are made by ReliaStar Life to Policyowners' Variable
  Accumulation Values in the Account in accordance with the terms of the
  Policies. These charges may include: Cost of Insurance, computed as set forth
  in the Policies; a Monthly Expense Charge as set forth in the Policies: Death
  Benefit Guarantee Charge; Optional Insurance benefit charges based upon the
  policy terms for optional benefits; and Surrender Charges and Sales Charge
  Refunds, as set forth in the Policies.
    
 
   
4. RELIASTAR LIFE'S SELECT FUNDS:
    
   
  On May 1, 1995, Select Capital Growth Fund, Inc. ("SCG") and Select Managed
  Fund, Inc. ("SMF") were liquidated, and Policy Owners' values in the
  Sub-Accounts investing in SCG and SMF were transferred to the Sub-Accounts
  investing in shares of the VIPF Growth Portfolio and VIPF II Asset Manager
  Portfolio, respectively.
    
 
                                       57
<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>
    
 
                                       58
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                       SELECT                                   FIDELITY'S VIPF
                                                       MANAGED                                   MONEY MARKET
                                                     FUND, INC.                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........             $-         $4,660           $820         $7,266         $2,499         $1,572
Cost...............................              -          4,677            741          7,266          2,499          1,572
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $-           $(17)           $79             $-             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                       GROWTH                                      OVERSEAS
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........         $2,114           $967         $1,007         $1,483         $1,486           $729
Cost...............................          1,134            538            717          1,129          1,219            606
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......           $980           $429           $290           $354           $267           $123
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                 FIDELITY'S VIPF II                           FIDELITY'S VIPF II
                                                      INDEX 500                                   CONTRAFUND
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $261           $208            $53           $235            $92             $-
Cost...............................            181            168             53            210             79              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $80            $40             $-            $25            $13             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       59
<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>
    
 
                                       60
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                             UTILITIES GROWTH AND INCOME                            VOYAGER
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........           $354           $184            $49           $517           $154            $13
Cost...............................            283            164             48            348            126             13
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......            $71            $20             $1           $169            $28             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     NORTHSTAR'S                                  NORTHSTAR'S
                                                  INCOME AND GROWTH                            MULTI-SECTOR BOND
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Proceeds from redemptions..........            $30             $3             $-            $30            $44             $-
Cost...............................             28              3              -             29             44              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Net realized gains (losses) on
  redemptions of fund shares.......             $2             $-             $-             $1             $-             $-
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       61
<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>
    
 
                                       62
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                   FIDELITY'S VIPF                              FIDELITY'S VIPF
                                                    MONEY MARKET                                  HIGH INCOME
                                                      PORTFOLIO                                    PORTFOLIO
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding, beginning of
  year.............................    454,516.667    240,089.964    156,045.604    577,083.123    397,251.963    254,797.519
Units purchased....................    680,738.566    409,244.895    165,487.964    307,417.472    262,813.321    211,773.478
Units redeemed.....................    (88,518.792)   (51,202.041)   (28,807.773)   (91,762.343)   (82,813.141)   (56,358.865)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................   (392,311.067)  (143,616.151)   (52,635.831)   (18,795.895)      (169.020)   (12,960.169)
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding, end of year.....    654,425.374    454,516.667    240,089.964    773,942.356    577,083.123    397,251.963
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
 
<CAPTION>
                                                   FIDELITY'S VIPF
                                                    EQUITY-INCOME
                                                      PORTFOLIO
                                     -------------------------------------------
                                      Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>
Units outstanding, beginning of
  year.............................  2,023,713.030  1,463,010.155  1,055,644.747
Units purchased....................    931,595.789    749,089.473    601,244.662
Units redeemed.....................   (293,135.228)  (256,323.181)  (192,736.128)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    (40,143.201)    67,936.583     (1,143.126)
                                     -------------  -------------  -------------
Units outstanding, end of year.....  2,622,030.390  2,023,713.030  1,463,010.155
                                     -------------  -------------  -------------
                                     -------------  -------------  -------------
</TABLE>
    
   
<TABLE>
<CAPTION>
                                                  FIDELITY'S VIPF II                             FIDELITY'S VIPF II
                                                     ASSET MANAGER                                INVESTMENT GRADE
                                                       PORTFOLIO                                   BOND PORTFOLIO
                                    -----------------------------------------------  ------------------------------------------
                                      Year ended       Year ended      Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,         Dec. 31,        Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996             1995            1994           1996           1995           1994
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
<S>                                 <C>              <C>              <C>            <C>            <C>            <C>
Units outstanding, beginning of
  year.............................  1,704,151.254    1,132,373.018    397,491.821    214,771.624    153,890.893    73,061.118
Units purchased....................    516,081.976      711,584.303    860,156.216     83,199.869     89,695.793    93,970.791
Units redeemed.....................   (233,834.183)    (245,931.324)  (135,570.699)   (26,334.967)   (25,144.781)  (15,634.489)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    (93,917.735)     106,125.257     10,295.680    (24,446.527)    (3,670.281)    2,493.473
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
Units outstanding,
  end of year......................  1,892,481.312    1,704,151.254   1,132,373.018   247,189.999    214,771.624   153,890.893
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
                                    ---------------  ---------------  -------------  -------------  -------------  ------------
 
<CAPTION>
                                                FIDELITY'S VIPF II
                                                     INDEX 500
                                                     PORTFOLIO
                                     -----------------------------------------
                                      Year ended     Year ended    Year ended
                                       Dec. 31,       Dec. 31,      Dec. 31,
                                         1996           1995          1994
                                     -------------  ------------  ------------
<S>                                 <C>             <C>           <C>
Units outstanding, beginning of
  year.............................   181,509.017    70,686.713    23,356.992
Units purchased....................   235,038.604   108,548.505    53,563.087
Units redeemed.....................   (42,862.946)  (20,962.032)   (8,321.224)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    68,263.694    23,235.831     2,087.858
                                     -------------  ------------  ------------
Units outstanding,
  end of year......................   441,948.368   181,509.017    70,686.713
                                     -------------  ------------  ------------
                                     -------------  ------------  ------------
</TABLE>
    
 
                                       63
<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>
    
 
                                       64
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
   
<TABLE>
<CAPTION>
                                                     PUTNAM'S VT                                  PUTNAM'S VT
                                                  GROWTH AND INCOME                          UTILITIES GROWTH AND
                                                        FUND                                      INCOME FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................    282,045.753     64,421.965              -     81,748.531     46,807.467              -
Units purchased....................    406,240.138    209,131.345     61,265.475     52,797.542     47,951.821     30,500.830
Units reedeemed....................    (74,223.988)   (32,341.113)    (6,093.938)   (16,817.701)   (10,123.479)    (3,408.255)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................     77,911.972     40,833.556      9,250.428     (9,758.265)    (2,887.278)    19,714.892
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................    691,973.875    282,045.753     64,421.965    107,970.108     81,748.531     46,807.467
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
 
<CAPTION>
                                                     PUTNAM'S VT
                                                       VOYAGER
                                                        FUND
                                     -------------------------------------------
                                      Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994
                                     -------------  -------------  -------------
<S>                                  <C>            <C>            <C>
Units outstanding,
  beginning of year................    781,013.273    199,880.663              -
Units purchased....................  1,040,657.483    611,602.541    191,562.886
Units reedeemed....................   (220,017.675)  (101,392.794)   (18,498.061)
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................    149,057.148     70,922.863     26,815.838
                                     -------------  -------------  -------------
Units outstanding,
  end of year......................  1,750,710.230    781,013.273    199,880.663
                                     -------------  -------------  -------------
                                     -------------  -------------  -------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                     NORTHSTAR'S                                  NORTHSTAR'S
                                                  INCOME AND GROWTH                            MULTI-SECTOR BOND
                                                        FUND                                         FUND
                                     -------------------------------------------  -------------------------------------------
                                      Year ended     Year ended     Year ended     Year ended     Year ended     Year ended
                                       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                         1996           1995           1994           1996           1995           1994
                                     -------------  -------------  -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Units outstanding,
  beginning of year................      8,746.326              -              -      9,904.096              -              -
Units purchased....................     33,180.420      6,057.272              -     10,103.684      3,255.666              -
Units redeemed.....................     (3,841.706)      (537.367)             -     (1,468.579)      (424.093)             -
Units transferred between
  Sub-Accounts and/or
  Fixed Account....................      4,466.211      3,226.421              -      4,037.437      7,072.523              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
Units outstanding,
  end of year......................     42,551.251      8,746.326              -     22,576.638      9,904.096              -
                                     -------------  -------------  -------------  -------------  -------------  -------------
                                     -------------  -------------  -------------  -------------  -------------  -------------
</TABLE>
    
 
                                       65
<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>
    
 
                                       66
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
<TABLE>
<CAPTION>
                                FIDELITY'S
                                  VIPF II                              PUTNAM'S     PUTNAM'S
                                INVESTMENT   FIDELITY'S  FIDELITY'S       VT           VT
                                   GRADE      VIPF II      VIPF II    DIVERSIFIED  GROWTH AND
                                   BOND      INDEX 500   CONTRAFUND     INCOME       INCOME
                                 PORTFOLIO   PORTFOLIO    PORTFOLIO      FUND         FUND
                                -----------  ----------  -----------  ----------  ------------
<S>                             <C>          <C>         <C>          <C>         <C>
Net investment income:
  Reinvested dividend
    income....................        $139         $33           $-         $63          $117
  Reinvested capital gains....           -          84           22           -           204
  Mortality and expense risk
    charge....................         (24)        (40)         (48)        (10)          (60)
                                -----------  ----------  -----------  ----------  ------------
      Net investment income
        (loss)
        and capital gains.....         115          77          (26)         53           261
                                -----------  ----------  -----------  ----------  ------------
Realized and unrealized gains
  (losses):
  Net realized gains on
    redemptions
    of fund shares............          12          80           25          10           125
  Increase (decrease) in
    unrealized
    appreciation on
    investments...............         (51)        793        1,155          25         1,043
                                -----------  ----------  -----------  ----------  ------------
      Net realized and
        unrealized gains
        (losses)..............         (39)        873        1,180          35         1,168
                                -----------  ----------  -----------  ----------  ------------
        Net additions
          from operations.....          76         950        1,154          88         1,429
                                -----------  ----------  -----------  ----------  ------------
Policyowner transactions:
  Net premium payments........         986       3,577        7,406         696         6,047
  Transfers from (to) Fixed
    Account...................        (300)      1,125          730         (65)        1,274
  Policy loans................         (19)         (9)         (21)         (4)          (38)
  Loan collateral interest
    crediting.................           1           1            -           -             1
  Surrenders..................         (47)        (76)         (60)        (17)         (109)
  Death benefits..............          (5)         (4)           -          (1)           (5)
  Cost of insurance charges...        (211)       (447)        (837)        (92)         (784)
  Death benefit guarantee
    charges...................          (6)         (5)           -          (1)           (2)
  Monthly expense charges.....         (27)        (86)        (155)        (15)         (130)
                                -----------  ----------  -----------  ----------  ------------
      Net additions for
        policyowner
        transactions..........         372       4,076        7,063         501         6,254
                                -----------  ----------  -----------  ----------  ------------
        Net additions
          for the year........         448       5,026        8,217         589         7,683
Policyowners' Equity,
  beginning of the year.......       2,773       2,557        1,956         806         3,864
                                -----------  ----------  -----------  ----------  ------------
Policyowners' Equity,
  end of the year.............      $3,221      $7,583      $10,173      $1,395       $11,547
                                -----------  ----------  -----------  ----------  ------------
                                -----------  ----------  -----------  ----------  ------------
</TABLE>
    
 
                                       67
<PAGE>
   
                          SELECT*LIFE VARIABLE ACCOUNT
    
   
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED
    
 
   
7. COMBINING STATEMENT OF OPERATIONS AND CHANGES IN POLICYOWNERS' EQUITY
   (CONTINUED):
    
   
   Operations and changes in Policyowners' equity for the year ended December
   31, 1996 were as follows, (in thousands):
    
 
   
<TABLE>
<CAPTION>
                                                                              PUTNAM'S
                                                  PUTNAM'S                       VT         PUTNAM'S
                                                     VT          PUTNAM'S       ASIA           VT        NORTHSTAR'S  NORTHSTAR'S
                                              UTILITIES GROWTH      VT         PACIFIC         NEW       INCOME AND   MULTI-SECTOR
                                                 AND INCOME       VOYAGER      GROWTH     OPPORTUNITIES    GROWTH         BOND
                                                    FUND           FUND         FUND          FUND          FUND          FUND
                                              ----------------  -----------  -----------  -------------  -----------  ------------
<S>                                           <C>               <C>          <C>          <C>            <C>          <C>
Net investment income:
  Reinvested dividend income................     $       41      $      48    $       8     $       -     $      13    $       14
  Reinvested capital gains..................              -            811            -             -            38             5
  Mortality and expense risk charge.........            (11)          (171)          (8)          (44)           (3)           (1)
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net investment income
        (loss) and capital gains............             30            688            -           (44)           48            18
                                                   --------     -----------  -----------  -------------  -----------  ------------
Realized and unrealized gains (losses):
  Net realized gains on
    redemptions of fund shares..............             71            169           14            99             2             1
  Increase (decrease) in unrealized
    appreciation on investments.............             83            921           54           (86)           (2)            3
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net realized and
        unrealized gains....................            154          1,090           68            13             -             4
                                                   --------     -----------  -----------  -------------  -----------  ------------
        Net additions (reductions)
          from operations...................            184          1,778           68           (31)           48            22
                                                   --------     -----------  -----------  -------------  -----------  ------------
Policyowner transactions:
  Net premium payments......................            663         16,198        1,193         8,025           413           124
  Transfers (to) from Fixed Account.........           (104)         2,466          204         1,664            68            52
  Policy loans..............................            (36)          (187)          (2)           (8)            -             -
  Loan collateral interest crediting........              1              6            -             -             -             -
  Surrenders................................            (35)          (395)          (5)          (64)            -             -
  Death benefits............................             (4)            (6)           -             -             -             -
  Cost of insurance charges.................           (117)        (2,268)        (130)         (804)          (39)          (15)
  Death benefit guarantee charges...........             (1)            (8)           -             -             -             -
  Monthly expense charges...................            (19)          (430)         (21)         (154)           (7)           (2)
                                                   --------     -----------  -----------  -------------  -----------  ------------
      Net additions for
        policyowner transactions............            348         15,376        1,239         8,659           435           159
                                                   --------     -----------  -----------  -------------  -----------  ------------
        Net additions
          for the year......................            532         17,154        1,307         8,628           483           181
 
Policyowners' Equity,
  beginning of the year.....................          1,015         11,210          301         1,485           107           114
                                                   --------     -----------  -----------  -------------  -----------  ------------
Policyowners' Equity,
  end of the year...........................     $    1,547      $  28,364    $   1,608     $  10,113     $     590    $      295
                                                   --------     -----------  -----------  -------------  -----------  ------------
                                                   --------     -----------  -----------  -------------  -----------  ------------
</TABLE>
    
 
                                       68
<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
    
 
                                       69
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                          CONSOLIDATED BALANCE SHEETS
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                           DECEMBER 31
                                                                       --------------------
                                                   ASSETS                1996       1995
                                                                       ---------  ---------
<S>                                                                    <C>        <C>
Investments
  Fixed Maturity Securities (Amortized Cost: 1996, $8,993.5; 1995,
   $8,485.4).........................................................  $ 9,298.2  $ 9,053.7
  Equity Securities (Cost: 1996, $32.0; 1995, $34.8).................       36.9       35.9
  Mortgage Loans on Real Estate......................................    1,855.4    1,948.4
  Real Estate and Leases.............................................       77.5       97.9
  Policy Loans.......................................................      549.0      499.8
  Other Invested Assets..............................................       60.2       47.0
  Short-Term Investments.............................................       99.3      122.4
                                                                       ---------  ---------
    Total Investments................................................   11,976.5   11,805.1
Cash.................................................................       15.9       43.0
Accounts and Notes Receivable........................................      136.9      150.9
Reinsurance Receivable...............................................      199.0      162.9
Deferred Policy Acquisition Costs....................................    1,006.0      860.7
Present Value of Future Profits......................................      220.2      192.0
Property and Equipment, Net..........................................      118.2      122.6
Accrued Investment Income............................................      164.7      164.7
Other Assets.........................................................      319.5      275.0
Participation Fund Account Assets....................................      316.2      319.6
Assets Held in Separate Accounts.....................................    2,096.0    1,369.0
                                                                       ---------  ---------
    Total Assets.....................................................  $16,569.1  $15,465.5
                                                                       ---------  ---------
                                                                       ---------  ---------
 
                                        LIABILITIES
Future Policy and Contract Benefits..................................  $11,332.2  $11,033.2
Pending Policy Claims................................................      287.6      257.7
Other Policyholder Funds.............................................      190.6      174.4
Notes and Mortgages Payable - Unaffiliated...........................      170.8      144.6
Note Payable - Parent................................................      100.0      100.0
Income Taxes.........................................................      135.3      169.2
Other Liabilities....................................................      338.4      328.9
Participation Fund Account Liabilities...............................      316.2      319.6
Liabilities Related to Separate Accounts.............................    2,090.5    1,362.9
                                                                       ---------  ---------
    Total Liabilities................................................   14,961.6   13,890.5
                                                                       ---------  ---------
 
                                   SHAREHOLDER'S EQUITY
Common Stock (2.0 Million Shares Issued in 1996 and 1995)............        2.5        2.5
Additional Paid-In Capital...........................................      538.9      538.9
Net Unrealized Investment Gains......................................      140.8      246.8
Retained Earnings....................................................      925.3      786.8
                                                                       ---------  ---------
    Total Shareholder's Equity.......................................    1,607.5    1,575.0
                                                                       ---------  ---------
      Total Liabilities and Shareholder's Equity.....................  $16,569.1  $15,465.5
                                                                       ---------  ---------
                                                                       ---------  ---------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       70
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                       CONSOLIDATED STATEMENTS OF INCOME
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
                                                                                              1996        1995
                                                                                           ----------  ----------
<S>                                                                                        <C>         <C>
REVENUES
Premiums.................................................................................  $    836.9  $    851.5
Net Investment Income....................................................................       937.2       890.3
Realized Investment Gains................................................................        11.2         7.4
Policy and Contract Charges..............................................................       245.9       218.5
Other Income.............................................................................        81.8        94.4
                                                                                           ----------  ----------
    Total................................................................................     2,113.0     2,062.1
                                                                                           ----------  ----------
BENEFITS AND EXPENSES
Benefits to Policyholders................................................................     1,288.3     1,321.9
Sales and Operating Expenses.............................................................       370.3       344.4
Amortization of Deferred Policy Acquisition Costs and
 Present Value of Future Profits.........................................................       113.0        90.5
Interest Expense.........................................................................        16.2        13.5
Dividends and Experience Refunds to Policyholders........................................        19.7        23.4
                                                                                           ----------  ----------
    Total................................................................................     1,807.5     1,793.7
                                                                                           ----------  ----------
Income from Continuing Operations before Income Taxes....................................       305.5       268.4
Income Tax Expense.......................................................................       105.9        94.4
                                                                                           ----------  ----------
Income from Continuing Operations........................................................       199.6       174.0
                                                                                           ----------  ----------
Loss from Discontinued Operations, Net of Tax............................................          --        (5.4)
                                                                                           ----------  ----------
    Net Income...........................................................................  $    199.6  $    168.6
                                                                                           ----------  ----------
                                                                                           ----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       71
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31
                                                                                          ----------------------
                                                                                             1996        1995
                                                                                          ----------  ----------
<S>                                                                                       <C>         <C>
COMMON STOCK
Beginning and End of Year...............................................................  $      2.5  $      2.5
                                                                                          ----------  ----------
ADDITIONAL PAID-IN CAPITAL
Beginning of Year.......................................................................       538.9       216.4
Capital Contributions from Parent.......................................................          --       322.5
                                                                                          ----------  ----------
    End of Year.........................................................................       538.9       538.9
                                                                                          ----------  ----------
NET UNREALIZED INVESTMENT GAINS (LOSSES)
Beginning of Year.......................................................................       246.8       (79.4)
Change for the Year.....................................................................      (106.0)      326.2
                                                                                          ----------  ----------
    End of Year.........................................................................       140.8       246.8
                                                                                          ----------  ----------
RETAINED EARNINGS
Beginning of Year.......................................................................       786.8       670.2
Net Income..............................................................................       199.6       168.6
Dividends to Shareholder................................................................       (61.1)      (52.0)
                                                                                          ----------  ----------
    End of Year.........................................................................       925.3       786.8
                                                                                          ----------  ----------
Total Shareholder's Equity..............................................................  $  1,607.5  $  1,575.0
                                                                                          ----------  ----------
                                                                                          ----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       72
<PAGE>
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31
                                                                                         ------------------------
                                                                                            1996         1995
                                                                                         -----------  -----------
<S>                                                                                      <C>          <C>
OPERATING ACTIVITIES
Net Income.............................................................................  $     199.6  $     168.6
Adjustments to Reconcile Net Income to Net
 Cash Provided by Operating Activities
  Interest Credited to Insurance Contracts.............................................        500.1        500.1
  Future Policy Benefits...............................................................       (238.9)      (117.5)
  Capitalization of Policy Acquisition Costs...........................................       (196.2)      (176.6)
  Amortization of Deferred Policy Acquisition Costs and
   Present Value of Future Profits.....................................................        113.0         90.5
  Deferred Income Taxes................................................................         22.3         11.5
  Net Change in Receivables and Payables...............................................         47.2          8.5
  Other Assets.........................................................................        (48.4)       (83.4)
  Realized Investment Gains, Net.......................................................        (11.2)        (7.4)
  Other................................................................................          1.6         (3.1)
                                                                                         -----------  -----------
    Net Cash Provided by Operating Activities..........................................        389.1        391.2
                                                                                         -----------  -----------
INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities.......................................        204.1        190.5
Proceeds from Maturities or Repayment of Fixed Maturity Securities
  Available-for-Sale...................................................................        882.3        329.9
  Held-to-Maturity.....................................................................           --        415.6
Cost of Fixed Maturity Securities Acquired
  Available-for-Sale...................................................................     (1,594.7)      (971.4)
  Held-to-Maturity.....................................................................           --       (519.8)
Sales of Equity Securities, Net........................................................          5.6         31.0
Proceeds of Mortgage Loans Sold, Matured or Repaid.....................................        483.8        314.2
Cost of Mortgage Loans Acquired........................................................       (407.3)      (385.2)
Sales of Real Estate and Leases, Net...................................................         35.7         28.8
Policy Loans Issued, Net...............................................................        (49.2)       (63.0)
Sales (Purchases) of Other Invested Assets, Net........................................          (.4)        39.0
Sales (Purchases) of Short-Term Investments, Net.......................................         11.4        (56.4)
                                                                                         -----------  -----------
    Net Cash Used by Investing Activities..............................................       (428.7)      (646.8)
                                                                                         -----------  -----------
FINANCING ACTIVITIES
Deposits to Insurance Contracts........................................................      1,173.3      1,265.6
Maturities and Withdrawals from Insurance Contracts....................................     (1,133.0)    (1,015.3)
Increase in Notes and Mortgages Payable................................................         26.8         72.1
Repayment of Notes and Mortgages Payable...............................................          (.6)        (2.3)
Dividends to Shareholder...............................................................        (54.0)       (41.3)
                                                                                         -----------  -----------
    Net Cash Provided by Financing Activities..........................................         12.5        278.8
                                                                                         -----------  -----------
Increase (Decrease) in Cash............................................................        (27.1)        23.2
Cash at Beginning of Year..............................................................         43.0         19.8
                                                                                         -----------  -----------
Cash at End of Year....................................................................  $      15.9  $      43.0
                                                                                         -----------  -----------
                                                                                         -----------  -----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
    
 
                                       73
<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
    
 
                                       74
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
assets and liabilities, the disclosure  of contingent assets and liabilities  at
the  date of the financial  statements and the reported  amounts of revenues and
expenses during the  reporting period.  Actual results could  differ from  those
estimates.
    
 
   
    INVESTMENTS
    
 
   
    Fixed  maturity  securities  (bonds  and  redeemable  preferred  stocks) are
classified as available-for-sale and are valued at fair value.
    
 
   
    Equity securities  (common stocks  and nonredeemable  preferred stocks)  are
valued at fair value.
    
 
   
    Mortgage  loans  on  real  estate  are carried  at  amortized  cost  less an
impairment allowance for estimated uncollectible amounts.
    
 
   
    Investment real estate owned directly by the Company is carried at cost less
accumulated depreciation  and allowances  for estimated  losses. Investments  in
real  estate  joint ventures  are accounted  for using  the equity  method. Real
estate acquired through foreclosure is carried at the lower of fair value  minus
estimated costs to sell or cost.
    
 
   
    Short-term investments are carried at amortized cost.
    
 
   
    Unrealized  investment  gains  and  losses of  equity  securities  and fixed
maturity securities classified  as available-for-sale, net  of related  deferred
acquisition  costs  (DAC),  present  value and  future  profits  (PVFP)  and tax
effects, are accounted  for as a  direct increase or  decrease in  shareholder's
equity.
    
 
   
    Realized  investment gains  and losses enter  into the  determination of net
income. Realized  investment  gains  and  losses  on  sales  of  securities  are
determined on the specific identification method. Write-offs of investments that
decline  in value below cost  on other than a temporary  basis and the change in
the allowance for mortgage loans and wholly owned real estate are included  with
realized investment gains and losses in the Consolidated Statements of Income.
    
 
   
    The  Company records write-offs or allowances for its investments based upon
an evaluation  of  specific  problem  investments. The  Company  reviews,  on  a
continual  basis,  all  invested  assets  (including  marketable  bonds, private
placements, mortgage loans and real estate investments) to identify  investments
where  the Company has credit concerns. Investments with credit concerns include
those the  Company  has identified  as  problem investments,  which  are  issues
delinquent  in a required payment of principal or interest, issues in bankruptcy
or  foreclosure  and  restructured  or  foreclosed  assets.  The  Company   also
identifies  investments as potential problem  investments, which are investments
where the Company  has serious  doubts as  to the  ability of  the borrowers  to
comply with the present loan repayment terms.
    
 
   
    PROPERTY AND EQUIPMENT
    
 
   
    Property  and equipment are carried at cost, net of accumulated depreciation
of $90.7 million and $79.8 million at December 31, 1996 and 1995,  respectively.
The  Company provides for depreciation of property and equipment using straight-
line and accelerated  methods over  the estimated  useful lives  of the  assets.
Buildings  are generally depreciated  over 35 to  50 years. Depreciation expense
for 1996 and 1995 amounted to $5.9 million and $9.1 million, respectively.
    
 
                                       75
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    PARTICIPATION FUND ACCOUNT
    
 
   
    On January 3, 1989, the Commissioner  of Commerce of the State of  Minnesota
approved  a Plan  of Conversion  and Reorganization  (the Plan)  which provided,
among other things, for the conversion  of ReliaStar Life from a combined  stock
and mutual insurance company to a stock life insurance company.
    
 
   
    The  Plan provided  for the  establishment of  a Participation  Fund Account
(PFA) for  the  benefit  of  certain  participating  individual  life  insurance
policies  and annuities issued by ReliaStar Life  prior to the effective date of
the Plan. Under the terms of the PFA, the insurance liabilities and assets  with
respect  to such policies are segregated  in the accounting records of ReliaStar
Life to  assure the  continuation of  current policyholder  dividend  practices.
Assets  and liabilities  of the PFA  are presented in  accordance with statutory
accounting practices. Earnings derived from the operation of the PFA will  inure
solely  to the benefit  of the policies covered  by the PFA  and no benefit will
inure to  the  Company. Accordingly,  results  of  operations for  the  PFA  are
excluded from the Company's Consolidated Statements of Income. In the event that
the  assets  of the  PFA are  insufficient to  provide the  contractual benefits
guaranteed  by  the  affected  policies,   ReliaStar  Life  must  provide   such
contractual benefits from its general assets.
    
 
   
    SEPARATE ACCOUNTS
    
 
   
    The Company operates separate accounts. The assets (principally investments)
and  liabilities (principally  to contractholders)  of each  account are clearly
identifiable and  distinguishable  from  other assets  and  liabilities  of  the
Company. Assets are carried at fair value.
    
 
   
    PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS
    
 
   
    RECOGNITION  OF  TRADITIONAL LIFE,  GROUP  AND ANNUITY  PREMIUM  REVENUE AND
BENEFITS TO POLICYHOLDERS -- Traditional  life insurance products include  those
products   with  fixed  and  guaranteed   premiums  and  benefits,  and  consist
principally of whole  life insurance  policies and certain  annuities with  life
contingencies  (immediate  annuities).  Life  insurance  premiums  and immediate
annuity premiums are  recognized as  premium revenue when  due. Group  insurance
premiums  are recognized as  premium revenue over  the time period  to which the
premiums relate. Benefits and expenses are associated with earned premiums so as
to result  in  recognition of  profits  over the  life  of the  contracts.  This
association is accomplished by means of the provision for liabilities for future
policy benefits and the amortization of DAC and PVFP.
    
 
   
    RECOGNITION  OF  UNIVERSAL  LIFE-TYPE  CONTRACTS  REVENUE  AND  BENEFITS  TO
POLICYHOLDERS -- Universal life-type policies are insurance contracts with terms
that are not fixed and guaranteed. The  terms that may be changed could  include
one  or more  of the  amounts assessed  the policyholder,  premiums paid  by the
policyholder or interest accrued to  policyholder balances. Amounts received  as
payments for such contracts are not reported as premium revenues.
    
 
   
    Revenues  for  universal  life-type  policies  consist  of  charges assessed
against policy  account values  for  deferred policy  loading  and the  cost  of
insurance and policy administration. Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.
    
 
   
    RECOGNITION  OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYHOLDERS --
Contracts that do  not subject the  Company to risks  arising from  policyholder
mortality  or  morbidity are  referred  to as  investment  contracts. Guaranteed
Investment Contracts  (GICs)  and  certain  deferred  annuities  are  considered
investment  contracts. Amounts received  as payments for  such contracts are not
reported as premium revenues.
    
 
                                       76
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    Revenues for investment  contracts consist of  investment income and  policy
administration  charges. Contract benefits  that are charged  to expense include
benefit claims incurred in  the period in excess  of related contract  balances,
and interest credited to contract balances.
    
 
   
    POLICY ACQUISITION COSTS
    
 
   
    Those  costs of  acquiring new business,  which vary with  and are primarily
related to the production of new business, have been deferred to the extent that
such costs are deemed recoverable. Such costs include commissions, certain costs
of policy issuance and underwriting and certain variable agency expenses.
    
 
   
    Costs deferred related to traditional life insurance are amortized over  the
premium  paying period of  the related policies,  in proportion to  the ratio of
annual premium revenues to total anticipated premium revenues. Such  anticipated
premium  revenues are  estimated using the  same assumptions  used for computing
liabilities for future policy benefits.
    
 
   
    Costs deferred  related  to  universal  life-type  policies  and  investment
contracts  are amortized  over the  lives of  the policies,  in relation  to the
present value of estimated gross  profits from mortality, investment,  surrender
and expense margins.
    
 
   
    PRESENT VALUE OF FUTURE PROFITS
    
 
   
    The present value of future profits reflects the estimated fair value of the
acquired  insurance  business  in  force  and  represents  the  portion  of  the
acquisition cost  that was  allocated to  the value  of future  cash flows  from
insurance  contracts  existing at  the date  of acquisition.  Such value  is the
present value of the  actuarially determined projected net  cash flows from  the
acquired  insurance  contracts.  The  weighted  average  discount  rate  used to
determine such value was approximately 15%.
    
 
   
    An analysis of the PVFP asset account is presented below:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Balance, Beginning of Year.........................................................  $   192.0         --
Additions Arising from Acquisitions of Life Insurance Companies....................         --  $   300.0
Imputed Interest...................................................................       16.4       17.6
Amortization.......................................................................      (37.5)     (32.6)
Impact of Net Unrealized Investment Gains and Losses...............................       49.3      (93.0)
                                                                                     ---------  ---------
Balance, End of Year...............................................................  $   220.2  $   192.0
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    Based on current conditions and assumptions as to future events on  acquired
policies  in force, the Company expects that the net amortization of the initial
PVFP balance will be between 5% and 6%  in each of the years 1997 through  2001.
The  interest rates  used to  determine the  amount of  imputed interest  on the
unamortized PVFP balance ranged from 5% to 8%.
    
 
   
    GOODWILL
    
 
   
    Goodwill is the excess of the amount paid to acquire a company over the fair
value of the net assets acquired and is amortized on a straight-line basis  over
40  years. The carrying value  of goodwill is monitored  for impairment of value
based on  the Company's  estimate  of future  earnings.  The carrying  value  of
goodwill  is reduced and  a charge to  income is recorded  when an impairment in
value is identified. No such goodwill impairment charges have been recorded.
    
 
                                       77
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    FUTURE POLICY AND CONTRACT BENEFITS
    
 
   
    Liabilities for future  policy benefits for  traditional life contracts  are
calculated  using the net level premium  method and assumptions as to investment
yields, mortality,  withdrawals  and dividends.  The  assumptions are  based  on
projections  of past experience and  include provisions for possible unfavorable
deviation. These assumptions are made at the time the contract is issued or, for
purchased contracts, at the date of acquisition.
    
 
   
    Liabilities for future policy and  contract benefits on universal  life-type
and investment contracts are based on the policy account balance.
    
 
   
    The  liabilities for future policy and  contract benefits for group disabled
life reserves and  long-term disability  reserves are based  upon interest  rate
assumptions  and morbidity and termination rates from published tables, modified
for Company experience.
    
 
   
    INCOME TAXES
    
 
   
    The provision  for  income  taxes includes  amounts  currently  payable  and
deferred  income taxes resulting  from the cumulative  differences in the assets
and liabilities determined on a tax return and financial statement basis.
    
 
   
    INTEREST RATE SWAP AGREEMENTS
    
 
   
    Interest rate  swap  agreements  are  used  as  hedges  for  asset/liability
management  of adjustable rate and short-term  invested assets. The Company does
not enter  into any  interest rate  swap agreements  for trading  purposes.  The
interest  rate swap transactions involve the exchange of fixed and floating rate
interest payments without the  exchange of underlying  principal amounts and  do
not  contain other optional provisions. The  difference between amounts paid and
amounts received on interest rate swaps is reflected in net investment income.
    
 
   
    INTEREST RATE FUTURES CONTRACTS
    
 
   
    Futures contracts are used as hedges for asset/liability management of fixed
maturity securities and liabilities arising  from GICs. Realized and  unrealized
gains  and losses on futures contracts are  deferred and amortized over the life
of the hedged asset or liability.
    
 
   
NOTE 3. ACQUISITION
    
   
    On January 17, 1995, ReliaStar acquired USLICO Corporation (USLICO).  USLICO
was a holding company with two primary subsidiaries: United Services and Bankers
Security.  ReliaStar contributed all of the capital stock of United Services and
Bankers Security to  the Company. The  acquisition was accounted  for using  the
purchase  method  of  accounting  and,  therefore,  the  consolidated  financial
statements include the accounts  of United Services  and Bankers Security  since
the  date  of  acquisition. At  the  acquisition date,  goodwill  totaling $44.3
million was recorded, representing the excess  of the amount paid and  allocated
to  United Services and Bankers  Security over the fair  value of the net assets
acquired.
    
 
                                       78
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS
    
   
    Investment income summarized by type of investment was as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Fixed Maturity Securities..........................................................  $   709.4  $   673.4
Equity Securities..................................................................        4.1        3.1
Mortgage Loans on Real Estate......................................................      187.6      184.3
Real Estate and Leases.............................................................       18.0       16.8
Policy Loans.......................................................................       32.2       28.9
Other Invested Assets..............................................................        7.3        7.8
Short-Term Investments.............................................................        5.7        7.6
                                                                                     ---------  ---------
  Gross Investment Income..........................................................      964.3      921.9
Investment Expenses................................................................       27.1       31.6
                                                                                     ---------  ---------
  Net Investment Income............................................................  $   937.2  $   890.3
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    Net pretax realized investment gains (losses) were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER
                                                                                               31
                                                                                      --------------------
                                                                                        1996       1995
                                                                                      ---------  ---------
                                                                                         (IN MILLIONS)
<S>                                                                                   <C>        <C>
Net Gains (Losses) on Sales
  Fixed Maturity Securities.........................................................  $     3.2  $     3.3
  Equity Securities.................................................................        1.3       15.1
  Mortgage Loans....................................................................         .1        (.1)
  Foreclosed Real Estate............................................................        1.8         .6
  Real Estate.......................................................................        2.7        1.7
  Other.............................................................................       13.2        2.2
                                                                                      ---------  ---------
                                                                                           22.3       22.8
                                                                                      ---------  ---------
Provisions for Losses
  Fixed Maturity Securities.........................................................       (2.6)      (3.0)
  Equity Securities.................................................................         --        (.1)
  Mortgage Loans....................................................................       (3.5)      (6.3)
  Foreclosed Real Estate............................................................       (3.5)      (5.2)
  Real Estate.......................................................................       (1.1)       (.8)
  Other.............................................................................        (.4)        --
                                                                                      ---------  ---------
                                                                                          (11.1)     (15.4)
                                                                                      ---------  ---------
  Pretax Realized Investment Gains..................................................  $    11.2  $     7.4
                                                                                      ---------  ---------
                                                                                      ---------  ---------
</TABLE>
    
 
   
    Gross realized investment gains of $8.7  million and $8.3 million and  gross
realized  investment losses of $5.5 million  and $5.0 million were recognized on
sales of fixed maturity securities during the years ended December 31, 1996  and
1995,  respectively. All 1996  and 1995 fixed maturity  security sales were from
the available-for-sale portfolio.
    
 
                                       79
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    The  amortized  cost  and  fair  value  of  investments  in  fixed  maturity
securities by type of investment were as follows:
    
   
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31, 1996
                                                                       ----------------------------------------------
                                                                                      GROSS UNREALIZED
                                                                       AMORTIZED   ----------------------
                                                                          COST       GAINS     (LOSSES)    FAIR VALUE
                                                                       ----------  ---------  -----------  ----------
                                                                                       (IN MILLIONS)
<S>                                                                    <C>         <C>        <C>          <C>
United States Government and Government Agencies and Authorities.....  $    130.8  $     6.5   $     (.1)  $    137.2
States, Municipalities and Political Subdivisions....................        56.7        2.8         (.2)        59.3
Foreign Governments..................................................        82.9        4.2         (.1)        87.0
Public Utilities.....................................................       754.6       42.2        (3.0)       793.8
Corporate Securities.................................................     5,800.4      223.9       (29.1)     5,995.2
Mortgage-Backed/Structured Finance Securities........................     2,166.0       66.0        (8.3)     2,223.7
Redeemable Preferred Stock...........................................         2.1         --         (.1)         2.0
                                                                       ----------  ---------  -----------  ----------
  Total..............................................................  $  8,993.5  $   345.6   $   (40.9)  $  9,298.2
                                                                       ----------  ---------  -----------  ----------
                                                                       ----------  ---------  -----------  ----------
 
<CAPTION>
 
                                                                                     DECEMBER 31, 1995
                                                                       ----------------------------------------------
                                                                                      GROSS UNREALIZED
                                                                       AMORTIZED   ----------------------
                                                                          COST       GAINS     (LOSSES)    FAIR VALUE
                                                                       ----------  ---------  -----------  ----------
                                                                                       (IN MILLIONS)
<S>                                                                    <C>         <C>        <C>          <C>
United States Government and Government Agencies and Authorities.....  $    172.8  $    13.2          --   $    186.0
States, Municipalities and Political Subdivisions....................        64.4        4.2   $     (.1)        68.5
Foreign Governments..................................................        82.1        6.8         (.2)        88.7
Public Utilities.....................................................       775.3       74.5         (.9)       848.9
Corporate Securities.................................................     5,330.7      392.2       (21.6)     5,701.3
Mortgage-Backed/Structured Finance Securities........................     2,058.0      102.7        (2.4)     2,158.3
Redeemable Preferred Stock...........................................         2.1         --         (.1)         2.0
                                                                       ----------  ---------  -----------  ----------
  Total..............................................................  $  8,485.4  $   593.6   $   (25.3)  $  9,053.7
                                                                       ----------  ---------  -----------  ----------
                                                                       ----------  ---------  -----------  ----------
</TABLE>
    
 
   
    The   amortized  cost  and  fair  value  of  fixed  maturity  securities  by
contractual maturity  are  shown below.  Expected  maturities will  differ  from
contractual  maturities because borrowers  may have the right  to call or prepay
obligations with or without call or prepayment penalties.
    
 
   
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1996       DECEMBER 31, 1995
                                                                  ----------------------  ----------------------
                                                                  AMORTIZED      FAIR     AMORTIZED      FAIR
                                                                     COST       VALUE        COST       VALUE
                                                                  ----------  ----------  ----------  ----------
                                                                                  (IN MILLIONS)
<S>                                                               <C>         <C>         <C>         <C>
Due in One Year or Less.........................................  $    155.8  $    157.4  $    123.1  $    122.8
Due After One Year Through Five Years...........................     2,967.6     3,057.0     2,497.4     2,634.3
Due After Five Years Through Ten Years..........................     2,622.4     2,723.6     2,750.4     2,965.4
Due After Ten Years.............................................     1,055.3     1,108.7     1,056.5     1,172.9
Mortgage-Backed/Structured Finance Securities...................     2,192.4     2,251.5     2,058.0     2,158.3
                                                                  ----------  ----------  ----------  ----------
  Total.........................................................  $  8,993.5  $  9,298.2  $  8,485.4  $  9,053.7
                                                                  ----------  ----------  ----------  ----------
                                                                  ----------  ----------  ----------  ----------
</TABLE>
    
 
   
    The fair  values for  the marketable  bonds are  determined based  upon  the
quoted  market prices for bonds actively  traded. The fair values for marketable
bonds without an active market are obtained
    
 
                                       80
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
through several commercial  pricing services  which provide  the estimated  fair
values.  Fair values of privately placed bonds which are not considered problems
are determined  utilizing  a commercially  available  pricing model.  The  model
considers  the  current level  of  risk-free interest  rates,  current corporate
spreads, the credit quality of the  issuer and cash flow characteristics of  the
security. Using this data, the model generates estimated market values which the
Company  considers reflective of  the fair value of  each privately placed bond.
Fair values  for  privately  placed  bonds which  are  considered  problems  are
determined  though consideration of  factors such as the  net worth of borrower,
the value of collateral, the capital structure of the borrower, the presence  of
guarantees  and the Company's evaluation of the borrower's ability to compete in
the relevant market.
    
 
   
    At December  31, 1996,  the largest  industry concentration  of the  private
placement  portfolio was  financial services, where  18.6% of  the portfolio was
invested,  and  the  largest  industry  concentration  of  the  marketable  bond
portfolio  was mortgage-backed/structured finance securities, where 32.2% of the
portfolio  was  invested.   At  December  31,   1996,  the  largest   geographic
concentration  of commercial  mortgage loans  was in  the midwest  region of the
United States,  where  approximately  31.6%  of  the  commercial  mortgage  loan
portfolio was invested.
    
 
   
    At  December  31, 1996  and 1995,  gross  unrealized appreciation  of equity
securities was $5.2 million and $3.0 million, respectively, and gross unrealized
depreciation was $.3 million and $1.9 million, respectively.
    
 
   
    Invested assets which were nonincome  producing (no income received for  the
12 months preceding the balance sheet date) were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Fixed Maturity Securities............................................................  $      .6  $      .7
Mortgage Loans on Real Estate........................................................        1.2        2.8
Real Estate and Leases...............................................................       16.0       17.6
                                                                                       ---------  ---------
  Total..............................................................................  $    17.8  $    21.1
                                                                                       ---------  ---------
                                                                                       ---------  ---------
</TABLE>
    
 
   
    Allowances  for  losses on  investments  are reflected  on  the Consolidated
Balance Sheets as a reduction of the related assets and were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Mortgage Loans.......................................................................  $    11.7  $    12.4
Foreclosed Real Estate...............................................................       11.2       10.6
Investment Real Estate...............................................................        2.1        1.0
Other Invested Assets................................................................        2.6        2.3
</TABLE>
    
 
                                       81
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 4. INVESTMENTS (CONTINUED)
    
   
    At December 31,  1996 and 1995,  the total investment  in impaired  mortgage
loans  (before allowances for  credit losses), the  related allowance for credit
losses and the  average investment related  to impaired mortgage  loans and  the
interest  income recognized on impaired mortgage loans during 1996 and 1995 were
as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Impaired Mortgage Loans
  Total Investment...................................................................  $    22.3  $    25.4
  Allowance for Credit Losses........................................................       11.7       12.4
  Average Investment.................................................................        1.9        2.0
  Interest Income Recognized.........................................................        1.4        1.7
</TABLE>
    
 
   
    Increases to the allowance for credit  losses account were $2.9 million  and
$6.3  million, and the  amount of decreases  to the allowance  account were $3.6
million and  $9.5  million for  the  years ended  December  31, 1996  and  1995,
respectively.  The Company does not accrue  interest income on impaired mortgage
loans when the likelihood of collection is doubtful. Cash receipts for  interest
payments are recognized as income in the period received.
    
 
   
    Noncash investing activities consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER
                                                                                                31
                                                                                       --------------------
                                                                                         1996       1995
                                                                                       ---------  ---------
                                                                                          (IN MILLIONS)
<S>                                                                                    <C>        <C>
Real Estate Assets Acquired Through Foreclosure......................................  $    14.8  $    28.0
Mortgage Loans Acquired in Sales of Real Estate Assets...............................       11.2       15.3
</TABLE>
    
 
   
    Effective December 31, 1995, the Company adopted the implementation guidance
contained  in  the  Financial  Accounting Series  Special  Report,  "A  Guide to
Implementation of Statement 115  on Accounting for  Certain Investments in  Debt
and  Equity  Securities." Concurrent  with the  adoption of  this implementation
guidance, the Company  reclassified all  of its  held-to-maturity securities  to
available-for-sale  based  upon a  reassessment  of the  appropriateness  of the
classifications of all securities held at that time. The amortized cost and  net
unrealized  appreciation of the  securities reclassified were  $2.42 billion and
$108.1 million, respectively, at December 31, 1995.
    
 
   
    The components of net unrealized investment gains reported in  shareholder's
equity are shown below:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Unrealized Investment Gains.......................................................  $   310.5  $   569.9
DAC/PVFP Adjustment...............................................................      (93.8)    (189.4)
Deferred Income Taxes.............................................................      (75.9)    (133.7)
                                                                                    ---------  ---------
  Net Unrealized Investment Gains.................................................  $   140.8  $   246.8
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
                                       82
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 5. INCOME TAXES
    
   
    The  income tax  liability as reflected  on the  Consolidated Balance Sheets
consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Current Income Taxes..............................................................  $     7.8  $     6.4
Deferred Income Taxes.............................................................      127.5      162.8
                                                                                    ---------  ---------
  Total...........................................................................  $   135.3  $   169.2
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
   
    The provision for income taxes  reflected on the Consolidated Statements  of
Income consisted of the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Currently Payable..................................................................  $    83.6  $    82.9
Deferred...........................................................................       22.3       11.5
                                                                                     ---------  ---------
  Total............................................................................  $   105.9  $    94.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The  Internal Revenue Service has completed  its review of the Company's tax
return for all years through 1991.
    
 
   
    Deferred income taxes reflect the  impact for financial statement  reporting
purposes  of "temporary  differences" between  the financial  statement carrying
amounts and tax  bases of  assets and liabilities.  The "temporary  differences"
that  give rise to a significant portion  of the deferred tax liabilities relate
to the following:
    
 
   
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31
                                                                                  --------------------
                                                                                    1996       1995
                                                                                  ---------  ---------
                                                                                     (IN MILLIONS)
<S>                                                                               <C>        <C>
Future Policy and Contract Benefits.............................................  $  (265.1) $  (269.7)
Investment Write-Offs and Allowances............................................      (39.0)     (35.0)
Pension and Postretirement Benefit Plans........................................       (9.0)      (8.3)
Employee Benefits...............................................................      (11.1)      (9.3)
Deferred Futures Gains..........................................................       (1.8)      (1.8)
Other...........................................................................      (50.5)     (42.0)
                                                                                  ---------  ---------
Gross Deferred Tax Asset........................................................     (376.5)    (366.1)
                                                                                  ---------  ---------
Deferred Policy Acquisition Costs...............................................      296.0      267.9
Present Value of Future Profits.................................................       92.4       99.0
Net Unrealized Investment Gains.................................................       32.1       90.2
Property and Equipment..........................................................       28.5       27.1
Real Estate Joint Ventures......................................................       12.0       12.2
Accrual of Market Discount......................................................        7.9        8.4
Policyholder Dividends..........................................................        5.2        4.4
Other...........................................................................       29.9       19.7
                                                                                  ---------  ---------
Gross Deferred Tax Liability....................................................      504.0      528.9
                                                                                  ---------  ---------
  Net Deferred Tax Liability....................................................  $   127.5  $   162.8
                                                                                  ---------  ---------
                                                                                  ---------  ---------
</TABLE>
    
 
                                       83
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 5. INCOME TAXES (CONTINUED)
    
   
    Federal income tax regulations allowed  certain special deductions for  1983
and  prior years which are accumulated in a memorandum tax account designated as
"policyholders' surplus." Generally,  this policyholders'  surplus account  will
become  subject to tax at the then current rates only if the accumulated balance
exceeds certain maximum limitations or if certain cash distributions are  deemed
to be paid out of the account. At December 31, 1996, ReliaStar Life and its life
insurance  subsidiaries  have  accumulated approximately  $51  million  in their
separate policyholders' surplus accounts. Deferred taxes have not been  provided
on this temporary difference.
    
 
   
    There  have been  no deferred  taxes recorded  for the  unremitted equity in
subsidiaries as the earnings are considered  to be permanently invested or  will
be remitted only when tax effective to do so.
    
 
   
    The difference between the U.S. federal income tax rate and the consolidated
tax provision rate is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER 31
                                                                                     ------------------------
                                                                                        1996         1995
                                                                                     -----------  -----------
<S>                                                                                  <C>          <C>
Statutory Tax Rate.................................................................       35.0%        35.0%
Other..............................................................................        (.3)          .2
                                                                                         ---          ---
  Effective Tax Rate...............................................................       34.7%        35.2%
                                                                                         ---          ---
                                                                                         ---          ---
</TABLE>
    
 
   
    Cash  paid to ReliaStar for federal income taxes was $74.5 million and $90.3
million for the years ended December 31, 1996 and 1995, respectively.
    
 
   
NOTE 6. NOTES AND MORTGAGES PAYABLE
    
   
    A summary of notes and mortgages payable is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                    --------------------
                                                                                      1996       1995
                                                                                    ---------  ---------
                                                                                       (IN MILLIONS)
<S>                                                                                 <C>        <C>
Unaffiliated:
  Commercial Paper................................................................  $   146.5  $   135.6
  Bank Borrowings.................................................................       15.9         --
  Other Indebtedness -- Current Portion...........................................         .1         .1
                                                                                    ---------  ---------
    Short-Term Debt...............................................................      162.5      135.7
                                                                                    ---------  ---------
  Other Indebtedness -- Noncurrent Portion........................................        8.3        8.9
                                                                                    ---------  ---------
    Total Unaffiliated............................................................  $   170.8  $   144.6
                                                                                    ---------  ---------
                                                                                    ---------  ---------
    Note Payable to Parent........................................................  $   100.0  $   100.0
                                                                                    ---------  ---------
                                                                                    ---------  ---------
</TABLE>
    
 
   
    At December  31, 1996  and 1995,  other indebtedness  is primarily  mortgage
notes  assumed in connection with certain  real estate investments with interest
rates ranging from 6.2% to 9.6%.
    
 
   
    The weighted average interest  rate on the  commercial paper outstanding  at
December  31, 1996 and  1995 was 5.56% and  6.06%, respectively, with maturities
ranging from 2 to 55 days at December 31, 1996.
    
 
                                       84
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 6. NOTES AND MORTGAGES PAYABLE (CONTINUED)
    
   
    The Company has  unsecured revolving credit  facilities with banks  totaling
$200.0  million for commercial paper back-up  and general corporate purposes. At
December 31,  1996, $15.9  million was  borrowed under  these facilities  at  an
interest  rate of 5.8%. One of the  facilities requires an annual commitment fee
of 1/10%.
    
 
   
    Principal payments required on notes  and mortgages payable to  unaffiliated
companies in each of the next five years and thereafter are as follows:
    
 
   
<TABLE>
<CAPTION>
                     (IN MILLIONS)
- -------------------------------------------------------
<S>                <C>
1997 - $162.5                               2000 - $5.8
1998 - $   .1                               2001 - $1.9
1999 - $   .2                2002 and thereafter - $ .3
</TABLE>
    
 
   
    ReliaStar  has loaned $100.0 million to ReliaStar Life under a surplus note.
The original note, dated April 1, 1989, was issued in connection with  ReliaStar
Life's  demutualization and was used to  offset the surplus reduction related to
the cash distribution to the  mutual policyholders in the demutualization.  This
original  note was replaced  by a successor  surplus note (the  1994 Note) dated
November 1, 1994. The 1994 Note provides, subject to the regulatory  constraints
discussed  below, that (i) it  is a surplus note  which will mature on September
15, 2003 with principal due at  maturity, but payable without penalty, in  whole
or  in part before maturity;  (ii) interest is at  6 5/8% payable semi-annually;
and (iii) in the event that ReliaStar Life  is in default in the payment of  any
required  interest or principal, ReliaStar Life cannot pay cash dividends on its
capital stock  (all of  which is  owned directly  by ReliaStar).  The 1994  Note
further  provides that there may be no  payment of interest or principal without
the express approval of the Minnesota Department of Commerce.
    
 
   
    Interest paid on debt was $9.3 million and $14.2 million for 1996 and  1995,
respectively.
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS
    
 
   
    PENSION PLANS
    
 
   
    The  Company has  noncontributory defined benefit  retirement plans covering
substantially all employees. The plans, which may be terminated as to accrual of
additional benefits at any time by  the Board of Directors, provide benefits  to
employees upon retirement.
    
 
   
    The  benefits  under  the  plans  are based  on  years  of  service  and the
employee's compensation during the last five years of employment. The  Company's
policy  is  to fund  the  minimum required  contribution  necessary to  meet the
present and  future obligations  of  the plans.  Contributions are  intended  to
provide  not only for benefits attributed to  service to date but also for those
expected to be  earned in  the future. Contributions  are made  to a  tax-exempt
trust.  Plan assets consist principally of  investments in stock and bond mutual
funds, common stock  and corporate bonds.  Included in plan  assets are  616,491
shares of ReliaStar common stock with a fair value of $35.6 million.
    
 
   
    The Company and ReliaStar also have unfunded noncontributory defined benefit
plans  providing for  benefits to  employees in  excess of  limits for qualified
retirement plans and for benefits to nonemployee members of the ReliaStar  Board
of Directors.
    
 
                                       85
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
    Net periodic pension expense for ReliaStar and its subsidiaries included the
following components:
    
 
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER
                                                                                              31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Service Cost -- Benefits Earned During the Year....................................  $     3.8  $     3.4
Interest Cost on Projected Benefit Obligation......................................       13.6       11.9
Actual Return on Plan Assets.......................................................      (23.0)     (33.7)
Net Amortization and Deferral......................................................        8.4       19.1
                                                                                     ---------  ---------
  Net Periodic Pension Expense.....................................................  $     2.8  $      .7
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The following table sets forth for ReliaStar and its subsidiaries the funded
status of the plans as of December 31:
    
 
   
<TABLE>
<CAPTION>
                                                                              FUNDED PLANS         UNFUNDED PLANS
                                                                          --------------------  --------------------
                                                                            1996       1995       1996       1995
                                                                          ---------  ---------  ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                       <C>        <C>        <C>        <C>
Accumulated Benefit Obligation
  Vested................................................................  $  (164.7) $  (157.1) $   (11.8) $   (10.7)
  Nonvested.............................................................       (4.0)      (5.1)       (.5)      (1.2)
Effect of Projected Future Compensation Increases.......................      (12.7)     (10.6)      (2.1)      (2.1)
                                                                          ---------  ---------  ---------  ---------
Projected Benefit Obligation............................................     (181.4)    (172.8)     (14.4)     (14.0)
Plan Assets at Fair Value...............................................      184.9      169.9         --         --
                                                                          ---------  ---------  ---------  ---------
Plan Assets Greater (Less) Than Projected Benefit Obligation............        3.5       (2.9)     (14.4)     (14.0)
Unrecognized Net Loss and Prior Service Cost............................       19.0       24.2        5.3        6.2
Unrecognized Transition Obligation (Asset)..............................        (.4)       (.8)        --         .1
Additional Minimum Liability............................................         --         --       (3.5)      (4.2)
                                                                          ---------  ---------  ---------  ---------
  Net Pension Asset (Liability).........................................  $    22.1  $    20.5  $   (12.6) $   (11.9)
                                                                          ---------  ---------  ---------  ---------
                                                                          ---------  ---------  ---------  ---------
</TABLE>
    
 
   
    The  above amounts are  for ReliaStar and its  subsidiaries as the Company's
portion is not determinable.  The net periodic pension  expense relating to  and
billed to ReliaStar was insignificant.
    
 
   
    The  projected benefit obligation  was determined using  an assumed discount
rate of  7.50% and  7.25%  at January  1, 1997  and  1996, respectively,  and  a
weighted-  average assumed long-term rate of  compensation increase of 4.5%. The
assumed long-term rate of return on plan assets was 10%.
    
 
   
    POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
    
 
   
    The Company  provides certain  health care  and life  insurance benefits  to
retired  employees  (and their  eligible dependents).  Substantially all  of the
Company's employees  will  become  eligible  for those  benefits  if  they  meet
specified  age and service  requirements and reach  retirement age while working
for the Company, unless the plans are terminated or amended. The  postretirement
health  care plan is contributory, with retiree contributions adjusted annually;
the life insurance plan provides a flat amount of noncontributory life  benefits
and optional contributory coverage.
    
 
   
    During  1996, the Company amended its plans  to reduce the level of benefits
provided to current and future retirees.  The amendment resulted in a  reduction
of the accumulated postretirement
    
 
                                       86
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
benefit  obligation  for ReliaStar  and its  subsidiaries of  approximately $9.9
million. The plan  amendment will also  reduce current and  future net  periodic
postretirement   benefit  costs  as  the  unrecognized  prior  service  cost  is
amortized.
    
 
   
    The Company's postretirement health care plans currently are not funded. The
accumulated  postretirement   benefit   obligation  (APBO)   and   the   accrued
postretirement benefit liability were as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31
                                                                                        --------------------
                                                                                          1996       1995
                                                                                        ---------  ---------
                                                                                           (IN MILLIONS)
<S>                                                                                     <C>        <C>
Retirees..............................................................................  $     7.3  $    10.3
Fully Eligible Active Plan Participants...............................................         .9        4.5
Other Active Plan Participants........................................................        1.6        4.9
                                                                                        ---------  ---------
  Unfunded APBO.......................................................................        9.8       19.7
Unrecognized Prior Service Cost.......................................................        8.9         .1
Unrecognized Gain (Loss)..............................................................        1.5        (.3)
                                                                                        ---------  ---------
  Accrued Postretirement Benefit Liability............................................  $    20.2  $    19.5
                                                                                        ---------  ---------
                                                                                        ---------  ---------
</TABLE>
    
 
   
    Net  periodic  postretirement  benefit  costs  consisted  of  the  following
components:
    
 
   
<TABLE>
<CAPTION>
                                                                                               YEAR ENDED
                                                                                              DECEMBER 31
                                                                                          --------------------
                                                                                            1996       1995
                                                                                          ---------  ---------
                                                                                             (IN MILLIONS)
<S>                                                                                       <C>        <C>
Service Cost -- Benefits Earned.........................................................  $      .6  $     1.2
Interest Cost on APBO...................................................................        1.0        1.3
Amortization of Prior Service Cost......................................................       (1.2)       (.1)
                                                                                          ---------        ---
  Net Periodic Postretirement Benefit Costs.............................................  $      .4  $     2.4
                                                                                          ---------        ---
                                                                                          ---------        ---
</TABLE>
    
 
   
    The above amounts  for 1996 are  for ReliaStar and  its subsidiaries as  the
Company's  portion  is  not  determinable.  Prior  period  amounts  reflect  the
Company's  accrued   postretirement   benefit   liability   and   net   periodic
postretirement benefit costs.
    
 
   
    The  assumed health care  cost trend rate  used in measuring  the APBO as of
January 1, 1997  was 7.0%, decreasing  gradually to  5.0% in the  year 1999  and
thereafter.  The assumed health care cost trend  rate used in measuring the APBO
as of January 1, 1996 was 10.0%,  decreasing gradually to 5.0% in the year  2010
and thereafter. The assumed discount rate used in determining the APBO was 7.50%
and  7.25% at January  1, 1997 and  1996, respectively. The  assumed health care
cost trend rate has a significant effect on the amounts reported. For example, a
one- percentage-point increase in  the assumed health care  cost trend rate  for
each  year would increase the APBO as  of December 31, 1996 by approximately $.3
million and  1996 net  postretirement  health care  costs by  approximately  $.1
million.
    
 
   
    SUCCESS SHARING PLAN AND ESOP
    
 
   
    The  Success Sharing  Plan and ESOP  (Success Sharing Plan)  was designed to
increase  employee  ownership   and  reward  employees   when  certain   Company
performance  objectives  are  met.  Essentially all  employees  are  eligible to
participate in  the Success  Sharing Plan.  The Success  Sharing Plan  has  both
qualified  and nonqualified components.  The nonqualified component  is equal to
25% of  the  annual award  and  is paid  in  cash to  employees.  The  qualified
component is equal to 75% of the annual
    
 
                                       87
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 7. EMPLOYEE BENEFIT PLANS (CONTINUED)
    
   
award,  with 25% contributed to a  deferred investment account and the remaining
50% contributed to the ESOP portion  of the Success Sharing Plan. Costs  charged
to  expense for the Success  Sharing Plan were $9.4  million and $8.6 million in
1996 and 1995, respectively.
    
 
   
    STOCK-BASED COMPENSATION
    
 
   
    Officers and  key  employees  of  the  Company  participate  in  stock-based
compensation  plans of ReliaStar. ReliaStar  applies Accounting Principles Board
Opinion No.  25,  "Accounting  for  Stock  Issued  to  Employees,"  and  related
interpretations   in   accounting  for   its  stock-based   compensation  plans.
Accordingly,  the  Company  has  recorded  no  compensation  expense  for  these
stock-based   compensation   plans   other  than   for   restricted   stock  and
performance-based awards.  Had compensation  cost for  ReliaStar's stock  option
plans  been determined based upon fair value  at the grant date for awards under
these plans consistent with the optional accounting methodology prescribed under
SFAS No. 123, "Accounting for Stock-Based Compensation," ReliaStar's net  income
would  have been reduced by  approximately $2.3 million and  $.9 million for the
years ended December 31,  1996 and 1995, respectively.  The pro forma effect  on
net  income for 1996 and  1995 is not representative of  the pro forma effect on
net income in future years because it does not take into consideration pro forma
compensation expense related  to grants  prior to 1995.  The fair  value of  the
options  granted by  ReliaStar during  1996 and 1995  is estimated  as $9.45 and
$8.64, respectively, on the date  of grant using a Black-Scholes  option-pricing
model  with the following assumptions  regarding ReliaStar stock: dividend yield
2.0%, volatility ranging from .19% to .21%, risk-free interest rates of 5.1%  to
5.3% for 1996 and 7.4% for 1995, and an expected life of 3.65 to 5.65 years. The
Company's  portion  of  ReliaStar's  pro  forma  impact  on  net  income  is not
determinable.
    
 
   
NOTE 8. RELATED PARTY TRANSACTIONS
    
   
    The Company and ReliaStar have entered into agreements whereby ReliaStar and
the  Company  provide  certain  management,  administrative,  legal,  and  other
services  to each other. The  net amounts billed resulted  in the Company making
payments of  $28.3 million  and $25.1  million to  ReliaStar in  1996 and  1995,
respectively.  During 1996 and 1995, the Company paid dividends of $61.1 million
and $52.0  million,  respectively  to ReliaStar  consisting  of  cash  dividends
totaling  $54.0 million and $41.3 million  and noncash dividends of $7.1 million
and $10.7 million, respectively.
    
 
   
NOTE 9. SHAREHOLDER'S EQUITY
    
 
   
    DIVIDEND RESTRICTIONS
    
 
   
    The ability  of  ReliaStar  Life  to pay  cash  dividends  to  ReliaStar  is
restricted by law or subject to approval of the insurance regulatory authorities
of  Minnesota. These  authorities recognize only  statutory accounting practices
for the ability of an insurer to pay dividends to its shareholders.
    
 
   
    Under Minnesota  insurance  law  regulating  the  payment  of  dividends  by
ReliaStar  Life, any such payment must be  an amount deemed prudent by ReliaStar
Life's Board of Directors and, unless otherwise approved by the Commissioner  of
the  Minnesota Department  of Commerce (the  Commissioner), must  be paid solely
from the  adjusted earned  surplus of  ReliaStar Life.  Adjusted earned  surplus
means  the earned surplus as determined  in accordance with statutory accounting
practices (unassigned funds) less 25% of the amount of such earned surplus which
is attributable to unrealized  capital gains. Further,  without approval of  the
Commissioner,  ReliaStar  Life may  not pay  in any  calendar year  any dividend
which, when combined with other dividends  paid within the preceding 12  months,
exceeds  the greater  of (i)  10% of ReliaStar  Life's statutory  surplus at the
prior year-end  or  (ii)  100%  of ReliaStar  Life's  statutory  net  gain  from
operations  (not including realized capital gains)  for the prior calendar year.
For 1997, the amount of  dividends which can be  paid by ReliaStar Life  without
Commissioner approval is $144.0 million.
    
 
                                       88
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 9. SHAREHOLDER'S EQUITY (CONTINUED)
    
   
    STATUTORY SURPLUS AND NET INCOME
    
 
   
    Net  income  of  ReliaStar  Life  and  its  subsidiaries,  as  determined in
accordance with  statutory accounting  practices was  $150.4 million  and  $97.8
million  for 1996 and 1995, respectively. ReliaStar Life's statutory capital and
surplus was $783.4  million and $728.3  million at December  31, 1996 and  1995,
respectively.
    
 
   
NOTE 10. REINSURANCE
    
   
    The  Company is  a member  of reinsurance  associations established  for the
purpose of  ceding  the excess  of  life  insurance over  retention  limits.  In
addition, the Life and Health Reinsurance Division of ReliaStar Life assumes and
cedes  reinsurance on  certain life  and health  risks as  its primary business.
Reinsurance contracts  do  not  relieve  the Company  from  its  obligations  to
policyholders.  Failure of reinsurers to honor their obligations could result in
losses to  the Company;  consequently, allowances  are established  for  amounts
deemed  uncollectible. The amount of the allowance for uncollectible reinsurance
receivables was immaterial at December 31, 1996 and 1995. The Company  evaluates
the  financial condition of its reinsurers and monitors concentrations of credit
risk to minimize its exposure to significant losses from reinsurer insolvencies.
The Company's retention limit is $500,000 per life for individual coverage  and,
to  the extent that  ReliaStar Life reinsures life  policies written by Northern
and Bankers Security,  the limit is  increased to $600,000  per life. For  group
coverage  and reinsurance assumed,  the retention is $500,000  per life with per
occurrence limitations, subject to  certain maximums. As  of December 31,  1996,
$12.5  billion of  life insurance  in force  was ceded  to other  companies. The
Company has assumed $38.5 billion of life insurance in force as of December  31,
1996  (including  $33.3 billion  of  reinsurance assumed  pertaining  to Federal
Employees' Group Life  Insurance and  Servicemans' Group  Life Insurance).  Also
included  in  these amounts  are $722.5  million of  reinsurance ceded  and $5.2
billion of reinsurance assumed  by the Life and  Health Reinsurance Division  of
ReliaStar Life.
    
 
   
    The effect of reinsurance on premiums and recoveries is as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                          YEAR ENDED
                                                                                         DECEMBER 31
                                                                                     --------------------
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Direct Premiums....................................................................  $   609.9  $   643.8
Reinsurance Assumed................................................................      334.3      297.6
Reinsurance Ceded..................................................................     (107.3)     (89.9)
                                                                                     ---------  ---------
  Net Premiums.....................................................................  $   836.9  $   851.5
                                                                                     ---------  ---------
                                                                                     ---------  ---------
  Reinsurance Recoveries...........................................................  $    96.3  $    80.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
                                       89
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 11. LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
         EXPENSE
    
   
    The  change in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                       1996       1995
                                                                                     ---------  ---------
                                                                                        (IN MILLIONS)
<S>                                                                                  <C>        <C>
Balance at January 1...............................................................  $   369.4  $   322.9
Less Reinsurance Recoverables......................................................       81.6       59.5
                                                                                     ---------  ---------
Net Balance at January 1...........................................................      287.8      263.4
Incurred Related to:
  Current Year.....................................................................      223.5      273.1
  Prior Year.......................................................................       (5.7)      (2.7)
                                                                                     ---------  ---------
Total Incurred.....................................................................      217.8      270.4
Paid Related to:
  Current Year.....................................................................      127.8      157.0
  Prior Year.......................................................................       97.1       89.0
                                                                                     ---------  ---------
Total Paid.........................................................................      224.9      246.0
Net Balance at December 31.........................................................      280.7      287.8
Plus Reinsurance Recoverables......................................................      102.6       81.6
                                                                                     ---------  ---------
  Balance at December 31...........................................................  $   383.3  $   369.4
                                                                                     ---------  ---------
                                                                                     ---------  ---------
</TABLE>
    
 
   
    The liability for  unpaid accident  and health claims  and claim  adjustment
expenses  is included in Future Policy and Contract Benefits on the Consolidated
Balance Sheets.
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES
    
 
   
    LITIGATION
    
 
   
    The Company is a defendant in a number of lawsuits arising out of the normal
course of the business of the Company, some of which include claims for punitive
damages.  In  the  opinion  of  management,  the  ultimate  resolution  of  such
litigation  will not result in any material  adverse impact to the operations or
financial condition of the Company.
    
 
   
    JOINT GROUP LIFE AND ANNUITY CONTRACTS
    
 
   
    ReliaStar Life has issued certain participating group annuity and group life
insurance contracts jointly with another  insurance company. ReliaStar Life  has
entered  into  an  arrangement with  this  insurer whereby  ReliaStar  Life will
gradually transfer these liabilities  (approximately $281.9 million at  December
31,  1996) to the other insurer over  a ten-year period which commenced in 1993.
The terms of the  arrangement specify the interest  rate on the liabilities  and
provide  for  a  transfer  of  assets  and  liabilities  scheduled  in  a manner
consistent with the expected cash flows  of the assets allocated to support  the
liabilities.  A contingent liability exists with  respect to the joint obligor's
portion of the  contractual liabilities attributable  to contributions  received
prior  to July  1, 1993 in  the event  the joint obligor  is unable  to meet its
obligations.
    
 
   
    RESERVE INDEMNIFICATION AGREEMENT
    
 
   
    In  connection  with  the  March  1992  sale  of  Chartwell  Re  Corporation
(Chartwell),  the  Company and  the acquiring  company  entered into  a separate
reciprocal reserve indemnification agreement with
    
 
                                       90
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
   
respect to the  adequacy of  the loss and  loss adjustment  expense reserves  of
Chartwell.  On June 28, 1996, a  final settlement of the reserve indemnification
agreement was reached. The Company's  previous accruals for this liability  were
adequate.
    
 
   
    Amounts  previously charged  against income for  the reserve indemnification
agreement  are  presented  as   discontinued  operations  in  the   Consolidated
Statements of Income.
    
 
   
    FINANCIAL INSTRUMENTS
    
 
   
    The  Company is a party to financial instruments with off-balance-sheet risk
in the  normal course  of business  to reduce  its exposure  to fluctuations  in
interest  rates.  These  financial  instruments  include  commitments  to extend
credit, financial guarantees, futures contracts  and interest rate swaps.  Those
instruments  involve, to varying  degrees, elements of  credit, interest rate or
liquidity risk in excess  of the amount recognized  in the Consolidated  Balance
Sheets.
    
 
   
    The  Company's exposure to credit loss in the event of nonperformance by the
other party to  the financial instrument  for commitments to  extend credit  and
financial  guarantees written is represented by  the contractual amount of those
instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments. For futures
contracts and interest rate swap transactions, the contract or notional  amounts
do  not represent exposure to credit loss.  For swaps, the Company's exposure to
credit loss is limited to those swaps where the Company has an unrealized  gain.
For  futures  contracts, the  Company  has no  exposure  to credit  risk  as the
contracts are marked to market daily.
    
 
   
    Unless otherwise noted,  the Company  does not require  collateral or  other
security to support financial instruments with credit risk.
    
 
   
<TABLE>
<CAPTION>
                                                                                           CONTRACT OR NOTIONAL
                                                                                                  AMOUNT
                                                                                               DECEMBER 31
                                                                                          ----------------------
                                                                                             1996        1995
                                                                                          ----------  ----------
                                                                                              (IN MILLIONS)
<S>                                                                                       <C>         <C>
Financial Instruments Whose Contract Amounts Represent Credit Risk
  Commitments to Extend Credit..........................................................  $    181.6  $     82.6
  Financial Guarantees..................................................................        40.9        41.8
Financial Instruments Whose Notional or Contract Amounts Exceed the Amount of Credit
 Risk
  Futures Contracts.....................................................................        76.6        80.4
  Interest Rate Swap Agreements.........................................................     1,109.5     1,222.5
</TABLE>
    
 
   
    COMMITMENTS  TO EXTEND  CREDIT -- Commitments  to extend  credit are legally
binding agreements  to lend  to  a customer.  Commitments generally  have  fixed
expiration  dates or other termination clauses and may require payment of a fee.
They generally may be terminated by the Company in the event of deterioration in
the financial  condition of  the borrower.  Since some  of the  commitments  are
expected to expire without being drawn upon, the total commitment amounts do not
necessarily  represent future liquidity requirements. The Company evaluates each
customer's creditworthiness on a case-by-case basis.
    
 
   
    FINANCIAL GUARANTEES  -- Financial  guarantees are  conditional  commitments
issued  by the Company guaranteeing  the performance of the  borrower to a third
party. Those  guarantees are  primarily  issued to  support public  and  private
commercial   mortgage  borrowing  arrangements.  The  credit  risk  involved  is
essentially the same as that involved in issuing commercial mortgage loans.
    
 
                                       91
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 12. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    
   
    ReliaStar Life is a partner in eight real estate joint ventures where it has
guaranteed the repayment of loans of  the partnership. As of December 31,  1996,
ReliaStar  Life  had guaranteed  repayment of  $40.9  million ($41.8  million at
December 31, 1995) of such loans including the portion allocable to the PFA.  If
any  payments were made under these  guarantees, ReliaStar Life would be allowed
to make a claim for repayment from the joint venture, foreclose on the assets of
the  joint  venture  including  its  real  estate  investment  and,  in  certain
instances, make a claim against the joint venture's general partner.
    
 
   
    For   certain  of  these  partnerships,  ReliaStar  Life  has  made  capital
contributions from time to time to provide the partnerships with sufficient cash
to meet its obligations, including  operating expenses, tenant improvements  and
debt  service. Capital  contributions during  1996 and  1995 were insignificant.
Further capital contributions are  likely to be required  in future periods  for
certain  of the joint  ventures with the guarantees.  The Company cannot predict
the amount of such future contributions.
    
 
   
    FUTURES CONTRACTS -- Futures contracts are contracts for delayed delivery of
securities or  money market  instruments  in which  the  seller agrees  to  make
delivery  at a specified future  date of a specified  instrument, at a specified
price or yield. These contracts are entered into to manage interest rate risk as
part of  the Company's  asset and  liability management.  Risks arise  from  the
movements in securities values and interest rates.
    
 
   
    INTEREST  RATE SWAP AGREEMENTS -- The Company also enters into interest rate
swap agreements to  manage interest rate  exposure. The primary  reason for  the
interest  rate  swap agreements  is to  extend the  duration of  adjustable rate
investments. Interest rate swap transactions  generally involve the exchange  of
fixed and floating rate interest payment obligations without the exchange of the
underlying  principal amounts.  Changes in  market interest  rates impact income
from adjustable  rate  investments  and  have  an  opposite  (and  approximately
offsetting)  effect on  the reported income  from the swap  portfolio. The risks
under interest rate swap  agreements are generally similar  to those of  futures
contracts.  Notional principal amounts  are often used to  express the volume of
these transactions but  do not  represent the much  smaller amounts  potentially
subject to credit risk.
    
 
   
    LEASES
    
 
   
    The  Company  has operating  leases for  office  space and  certain computer
processing and other equipment. Rental expense for these items was $13.9 million
and $13.6 million for 1996 and 1995, respectively.
    
 
   
    Future minimum  aggregate  rental  commitments  at  December  31,  1996  for
operating leases were as follows:
    
 
   
<TABLE>
<CAPTION>
                     (IN MILLIONS)
- -------------------------------------------------------
<S>                <C>
1997 - $7.6                                 2000 - $4.6
1998 - $6.8                                 2001 - $3.9
1999 - $5.7                  2002 and thereafter - $4.7
</TABLE>
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS
    
   
    The  following disclosures are  made in accordance  with the requirements of
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS  No.
107  requires disclosure of fair  value information about financial instruments,
whether or not recognized in the balance  sheet, for which it is practicable  to
estimate  that value.  In cases  where quoted  market prices  are not available,
    
 
                                       92
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
fair values  are based  on  estimates using  present  value or  other  valuation
techniques. Those techniques are significantly affected by the assumptions used,
including  the discount rate and estimates of future cash flows. In that regard,
the derived  fair value  estimates, in  many  cases, could  not be  realized  in
immediate settlement of the instrument.
    
 
   
    SFAS  No. 107  excludes certain  financial instruments  and all nonfinancial
instruments from its  disclosure requirements. Accordingly,  the aggregate  fair
value amounts presented do not represent the underlying value of the Company.
    
 
   
    The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1996 and 1995. Although management is
not  aware of  any factors  that would  significantly affect  the estimated fair
value amounts, such amounts have not been comprehensively revalued for  purposes
of  these financial statements since that  date; therefore, current estimates of
fair value may differ significantly from the amounts presented herein.
    
 
   
    The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
    
 
   
    FIXED MATURITY SECURITIES -- The  estimated fair value disclosures for  debt
securities  satisfy the fair value disclosure  requirements of SFAS No. 107 (see
Note 4).
    
 
   
    EQUITY SECURITIES -- Fair  value equals carrying  value as these  securities
are carried at quoted market value.
    
 
   
    MORTGAGE  LOANS ON REAL ESTATE -- The fair values for mortgage loans on real
estate are estimated using discounted  cash flow analyses, using interest  rates
currently  being offered in the marketplace  for similar loans to borrowers with
similar credit ratings.  Loans with similar  characteristics are aggregated  for
purposes of the calculations.
    
 
   
    CASH,  SHORT-TERM INVESTMENTS AND  POLICY LOANS --  The carrying amounts for
these assets approximate the assets' fair values.
    
 
   
    OTHER FINANCIAL INSTRUMENTS REPORTED AS  ASSETS -- The carrying amounts  for
these  financial instruments  (primarily premiums and  other accounts receivable
and accrued investment income) approximate those assets' fair values.
    
 
   
    INVESTMENT CONTRACT LIABILITIES -- The fair value for deferred annuities was
estimated to be the  amount payable on  demand at the  reporting date, as  those
investment  contracts  have no  defined maturity  and are  similar to  a deposit
liability. The  amount payable  at  the reporting  date  was calculated  as  the
account balance less applicable surrender charges.
    
 
   
    The  fair value for GICs was  estimated using discounted cash flow analyses.
The discount rate used was based upon current industry offering rates on GICs of
similar durations.
    
 
   
    The fair values for supplementary  contracts without life contingencies  and
immediate  annuities  were estimated  using discounted  cash flow  analyses. The
discount rate was based upon treasury rates plus a pricing margin.
    
 
   
    The carrying amounts reported for other investment contracts, which includes
participating pension contracts and retirement plan deposits, approximate  those
liabilities' fair value.
    
 
   
    CLAIM  AND OTHER DEPOSIT FUNDS  -- The carrying amounts  for claim and other
deposit funds approximate the liabilities' fair value.
    
 
                                       93
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
    NOTES AND  MORTGAGES PAYABLE  -- The  fair  value for  the note  payable  to
ReliaStar  was  based upon  the  quoted market  price  of the  related ReliaStar
publicly traded debt. For other debt obligations, discounted cash flow  analyses
were  used. The  discount rate  was based  upon the  Company's estimated current
incremental borrowing rates.
    
 
   
    OTHER FINANCIAL INSTRUMENTS REPORTED AS LIABILITIES -- The carrying  amounts
for  other  financial instruments  (primarily  normal payables  of  a short-term
nature) approximate those liabilities' fair values.
    
 
   
    FINANCIAL GUARANTEES  --  The  fair values  for  financial  guarantees  were
estimated using discounted cash flow analyses based upon the expected future net
amounts to be expended. The estimated net amounts to be expended were determined
based on projected cash flows and a valuation of the underlying collateral.
    
 
   
    INTEREST  RATE SWAPS -- The fair value for interest rate swaps was estimated
using discounted cash  flow analyses.  The discount  rate was  based upon  rates
currently  being offered for similar interest  rate swaps available from similar
counterparties.
    
 
   
    The carrying amounts and  estimated fair values  of the Company's  financial
instruments as of December 31, 1996 and 1995 are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                           1996                      1995
                                                                 ------------------------  ------------------------
                                                                  CARRYING       FAIR       CARRYING       FAIR
                                                                   AMOUNT        VALUE       AMOUNT        VALUE
                                                                 -----------  -----------  -----------  -----------
                                                                                   (IN MILLIONS)
<S>                                                              <C>          <C>          <C>          <C>
Financial Instruments Recorded as Assets
  Fixed Maturity Securities....................................  $   9,298.2  $   9,298.2  $   9,053.7  $   9,053.7
  Equity Securities............................................         36.9         36.9         35.9         35.9
  Mortgage Loans on Real Estate
    Commercial.................................................      1,359.6      1,391.9      1,465.0      1,525.8
    Residential and Other......................................        495.8        507.4        483.4        496.1
  Policy Loans.................................................        549.0        549.0        499.8        499.8
  Cash and Short-Term Investments..............................        115.2        115.2        165.4        165.4
  Other Financial Instruments Recorded as Assets...............        534.7        534.7        503.3        503.3
Financial Instruments Recorded as Liabilities
  Investment Contracts
    Deferred Annuities.........................................     (6,970.9)    (6,547.9)    (6,704.9)    (6,285.6)
    GICs.......................................................        (74.7)      (102.0)      (115.0)      (148.6)
    Supplementary Contracts and Immediate Annuities............       (134.5)      (131.4)       (99.8)       (99.7)
    Other Investment Contracts.................................       (488.3)      (488.3)      (529.2)      (529.2)
  Claim and Other Deposit Funds................................       (123.6)      (123.6)      (114.9)      (114.9)
  Notes and Mortgages Payable..................................       (169.8)      (170.4)      (243.6)      (244.4)
  Other Financial Instruments Recorded as Liabilities..........       (229.0)      (229.0)      (224.8)      (224.8)
Off-Balance Sheet Financial Instruments
  Financial Guarantees.........................................           --         (4.5)          --         (4.6)
  Interest Rate Swaps..........................................           --         10.8           --         42.7
</TABLE>
    
 
   
    Fair value estimates are made at a specific point in time, based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for   sale   at   one   time   the   Company's   holdings   of   a    particular
    
 
                                       94
<PAGE>
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
    
 
   
               RELIASTAR LIFE INSURANCE COMPANY AND SUBSIDIARIES
    
   
            (A WHOLLY OWNED SUBSIDIARY OF RELIASTAR FINANCIAL CORP.)
    
 
   
NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
    
   
financial  instrument. Because no market exists for a significant portion of the
Company's financial instruments,  fair value  estimates are  based on  judgments
regarding  future expected  loss experience,  current economic  conditions, risk
characteristics of  various  financial  instruments  and  other  factors.  These
estimates  are subjective  in nature  and involve  uncertainties and  matters of
significant judgment  and,  therefore,  cannot  be  determined  with  precision.
Changes in assumptions could significantly affect the estimates.
    
 
   
    Fair  value  estimates  are  based  on  existing  on  and  off-balance sheet
financial instruments without  attempting to estimate  the value of  anticipated
future  business and the value of assets and liabilities that are not considered
financial instruments.  In  addition,  the  tax  ramifications  related  to  the
realization  of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.
    
 
   
NOTE 14. SUBSEQUENT EVENT
    
   
    On February 23, 1997, ReliaStar signed a definitive agreement to acquire and
merge Security-Connecticut Corporation  (SRC) into ReliaStar.  SRC is a  holding
company  with  two  primary  subsidiaries:  Security-Connecticut  Life Insurance
Company of Avon,  Connecticut, and  Lincoln Security Life  Insurance Company  of
Brewster,  New York. As of December 31, 1996, SRC had assets of $2.3 billion and
total shareholders' equity of $355 million. Completion of the merger is expected
in the  second or  third  quarter of  1997, and  is  subject to  normal  closing
conditions,  including  approval  by  SRC  shareholders  and  various regulatory
approvals. The acquisition  will be accounted  for as a  purchase and SRC's  two
life  insurance  company  subsidiaries will  be  contributed to  the  Company by
ReliaStar.
    
 
                                       95
<PAGE>
                                   APPENDIX A
                               THE FIXED ACCOUNT
 
    The  Fixed Account  consists of all  of our  assets other than  those in our
separate accounts. We have complete ownership  and control of all of the  assets
of the Fixed Account.
 
    Because of exemptions and exclusions contained in the Securities Act of 1933
and  the  Investment  Company  Act  of 1940,  the  Fixed  Account  has  not been
registered under these acts. Neither the Fixed Account nor any interest in it is
subject to the provisions of these acts and as a result the SEC has not reviewed
the disclosures  in this  Prospectus  relating to  the Fixed  Account.  However,
disclosures  relating to the  Fixed Account are  subject to generally applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in prospectuses.
 
    We  guarantee both principal  and interest on amounts  credited to the Fixed
Account. We  credit  interest  at an  effective  annual  rate of  at  least  4%,
independent  of the  investment experience  of the  Fixed Account.  From time to
time, we may guarantee interest at a rate higher than 4%.
 
    ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF
4% PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME THE RISK  THAT
INTEREST  CREDITED TO THE FIXED ACCOUNT MAY  NOT EXCEED THE MINIMUM GUARANTEE OF
4% FOR A GIVEN YEAR.
 
    We do not use  a specific formula for  determining excess interest  credits.
However, we consider the following:
 
    - General economic trends,
 
    - Rates of return currently available on our investments,
 
    - Rates  of  return  anticipated  in  our  investments,  regulatory  and tax
      factors, and
 
    - Competitive factors.
 
    We are  not aware  of any  statutory limitations  to the  maximum amount  of
interest we may credit and our Board of Directors has not set any limitations.
 
    The  Fixed Accumulation Value of  the Policy is the  sum of the Net Premiums
credited to the  Fixed Account. It  is increased by  transfers and Loan  Amounts
from  the Variable  Account, and  interest credits.  It is  decreased by Monthly
Deductions and partial withdrawals taken from the Fixed Account and transfers to
the Variable Account. The Fixed Accumulation  Value will be calculated at  least
monthly on the monthly anniversary date.
 
    You  may  transfer all  or  part of  your  Fixed Accumulation  Value  to the
Sub-Accounts  of  the  Variable  Account,  subject  to  the  following  transfer
limitations:
 
    - The request to transfer must be postmarked no more than 30 days before the
      Policy Anniversary and no later than 30 days after the Policy Anniversary.
      Only one transfer is allowed during this period.
 
    - The  Fixed Accumulation Value after the transfer must be at least equal to
      the Loan Amount.
 
    - No more than 50% of the  Fixed Accumulation Value (minus any Loan  Amount)
      may  be transferred unless the balance,  after the transfer, would be less
      than $1,000. If  the balance  would be less  than $1,000,  the full  Fixed
      Accumulation Value (minus any Loan Amount) may be transferred.
 
    - You must transfer at least:
 
        --  $500, or
 
        --   the total Fixed Accumulation Value  (minus any Loan Amount) if less
            than $500.
 
    We make  the  Monthly  Deduction  from  your  Fixed  Accumulation  Value  in
proportion to the total Accumulation Value of the Policy.
 
    The  Surrender  Charge  described in  the  Prospectus applies  to  the total
Accumulation Value, which includes  the Fixed Accumulation  Value. If the  Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will  be reduced by any applicable Surrender  Charge, any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.
 
                                      A-1
<PAGE>
                                   APPENDIX B
                       CALCULATION OF ACCUMULATION VALUE
 
    The  Accumulation Value of  the Policy is  equal to the  sum of the Variable
Accumulation Value plus the Fixed Accumulation Value.
 
VARIABLE ACCUMULATION VALUE
    The Variable  Accumulation  Value  is  the total  of  your  values  in  each
Sub-Account. The value for each Sub-Account is equal to:
 
1 multiplied by 2, where:
 
1
Is your current number of Accumulation Units (described below).
 
2
Is the current Unit Value (described below).
 
    The  Variable Accumulation Value will vary  from Valuation Date to Valuation
Date (described below) reflecting changes in 1 and 2 above.
 
    ACCUMULATION UNITS. When  transactions are  made which  affect the  Variable
Accumulation  Value,  dollar amounts  are converted  to Accumulation  Units. The
number of Accumulation Units for a  transaction is found by dividing the  dollar
amount of the transaction by the current Unit Value.
 
    The number of Accumulation Units for a Sub-Account increases when:
 
    - Net Premiums are credited to that Sub-Account; or
 
    - Transfers  from the  Fixed Account or  other Sub-Accounts  are credited to
      that Sub-Account.
 
    The number of Accumulation Units for a Sub-Account decreases when:
 
    - You take out a Policy loan from that Sub-Account;
 
    - You take a partial withdrawal from that Sub-Account;
 
    - We take a portion of the Monthly Deduction from that Sub-Account; or
 
    - Transfers are made  from that Sub-Account  to the Fixed  Account or  other
      Sub-Accounts.
 
    UNIT  VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal
to the previous Unit Value times the Net Investment Factor for that  Sub-Account
(described  below) for  the Valuation  Period (described  below) ending  on that
Valuation Date. The  Unit Value was  initially set at  $10 when the  Sub-Account
first purchased Fund shares.
 
    NET  INVESTMENT FACTOR. The Net Investment  Factor is a number that reflects
charges to the Policy and the  investment performance during a Valuation  Period
of  the Fund in which a Sub-Account is invested. If the Net Investment Factor is
greater than one, the Unit Value is  increased. If the Net Investment Factor  is
less than one, the Unit Value is decreased. The Net Investment Factor for a Sub-
Account is determined by dividing 1 by 2.
 
(1 DIVIDED BY 2), where:
 
1
Is the result of:
 
    - The  net asset value per share of the Fund shares in which the Sub-Account
      invests, determined at the end of the current Valuation Period;
 
    - Plus the per share  amount of any dividend  or capital gain  distributions
      made  on  the Fund  shares  in which  the  Sub-Account invests  during the
      current Valuation Period;
 
    - Plus or minus a per share charge or credit for any taxes reserved which we
      determine has resulted from the  investment operations of the  Sub-Account
      and to be applicable to the Policy.
 
                                      B-1
<PAGE>
2
Is the result of:
 
    - The  net asset value per share of the Fund shares held in the Sub-Account,
      determined at the end of the last prior Valuation Period;
 
    - Plus or minus  a per share  charge or  credit for any  taxes reserved  for
      during  the last prior  Valuation Period which  we determine resulted from
      the investment operations  of the  Sub-Account and was  applicable to  the
      Policy.
 
   
    VALUATION  DATE; VALUATION PERIOD. A Valuation Date is each day the New York
Stock Exchange is open for trading. A Valuation Period is the period between two
successive Valuation Dates, commencing at the  close of business of a  Valuation
Date and ending at the close of business on the next Valuation Date.
    
 
FIXED ACCUMULATION VALUE
    The Fixed Accumulation Value on the Policy Date is your Net Premium credited
to  the Fixed Account on that date minus the Monthly Deduction applicable to the
Fixed Accumulation Value for the first Policy Month.
 
    After the Policy Date, the Fixed Accumulation Value is calculated as:
 
1 + 2 + 3 + 4 - 5 - 6, where:
 
1
Is the  Fixed Accumulation  Value  on the  preceding Monthly  Anniversary,  plus
interest from the Monthly Anniversary to the date of the calculation.
 
2
Is  the  total of  your Net  Premiums credited  to the  Fixed Account  since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation.
 
3
Is the total of your  transfers from the Variable  Account to the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
4
Is  the total of your  Loan Amounts transferred from  the Variable Account since
the preceding Monthly Anniversary.
 
5
Is the total of your  transfers to the Variable  Account from the Fixed  Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.
 
6
Is  the  total of  your partial  withdrawals  from the  Fixed Account  since the
preceding Monthly Anniversary, plus interest from the date of withdrawal to  the
date of the calculation.
 
    If  the date of the calculation is a Monthly Anniversary, we also reduce the
Fixed Accumulation  Value by  the applicable  Monthly Deduction  for the  Policy
Month following the Monthly Anniversary.
 
    The   minimum  interest  rate  applied  in  the  calculation  of  the  Fixed
Accumulation Value is an effective annual rate of 4%. Interest in excess of  the
minimum  rate may be applied in the calculation of your Fixed Accumulation Value
in a manner which our Board of Directors determines.
 
                                      B-2
<PAGE>
                                   APPENDIX C
            ILLUSTRATION OF ACCUMULATION VALUES, SURRENDER CHARGES,
                   CASH SURRENDER VALUES, AND DEATH BENEFITS
 
    The  following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the  Variable Account.  The tables  show how  the Accumulation  Values,  Cash
Surrender Values, and Death Benefits of a Policy issued to an Insured of a given
Age (who pays the given Planned Periodic Premiums annually) would vary over time
if  the investment return of the assets held in the Funds were a uniform, gross,
after-tax, annual rate of 0 percent, 6 percent or 12 percent.
 
    The tables on pages C-2 through C-7 illustrate a Policy issued to a male Age
40,  in  a  standard  Rate  Class  and  qualifying  for  non-smoker  rates.  The
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if
the  Insured  were  in a  substandard  Rate Class  or  did not  qualify  for the
nonsmoker  rates  because  the  cost  of  insurance  would  be  increased.   The
Accumulation Values, Cash Surrender Values and Death Benefits would be different
from  those shown if the  gross annual investment returns  averaged 0 percent, 6
percent, and 12 percent over a period  of years, but fluctuated above and  below
those averages for individual Policy Years.
 
    Within  the tables, the second and fifth columns illustrate the Accumulation
Value of the Policy  over the designated period.  The Accumulation Value is  the
total  amount that a Policy  provides for investment at  any time. The third and
sixth columns  illustrate  the  Cash  Surrender  Value  of  a  Policy  over  the
designated  period. The Cash Surrender Value  is equal to the Accumulation Value
less  any  Surrender  Charges,  Loan  Amount  (assumed  to  be  zero  in   these
illustrations)  and unpaid  Monthly Deductions  (also assumed  to be  zero). The
fourth and seventh  columns illustrate the  Death Benefit of  a Policy over  the
designated  period. The second, third, and fourth columns assume that throughout
the life  of the  Policy, the  monthly charge  for the  cost of  insurance,  the
Monthly  Mortality and Expense Charge and  the Monthly Administrative Charge are
based upon the maximums (i.e. guaranteed)  permitted in the policy. The  maximum
allowable  cost of insurance rates are  based on the 1980 Commissioners Standard
Ordinary Mortality  Tables for  Nonsmokers and  Smokers. The  fifth, sixth,  and
seventh  columns  assume that  the  monthly charge  for  cost of  insurance, the
Monthly Mortality and Expense Charge, and the Monthly Administrative Charge  are
based  on the current  amounts expected to  be charged. The  Death Benefits also
vary between tables depending upon whether the Level Amount Death Benefit Option
(Tables at pages C-2  through C-4) or the  Variable Amount Death Benefit  Option
(Tables at pages C-5 through C-7) is illustrated.
 
   
    The  amounts shown for  the Accumulation Values,  Cash Surrender Values, and
Death  Benefits  reflect  the  fact  that  the  net  investment  return  of  the
Sub-Accounts  of the Variable Account is  lower than the gross, after-tax return
on the assets held in  the Funds as a result  of the Funds' operating  expenses.
The  values shown take into  account the daily total  operating expenses paid by
the available portfolios of the VIP, VIP II, Northstar and Putnam Variable Trust
which together are  assumed to be  at an average  annual rate of  0.70% for  all
years.  This  figure  is derived  based  on  an average  of  the  Funds' current
operating expenses net of  any limitations on such  expenses paid by the  Funds.
Thus,  the illustrated gross annual  investment rates of return  of 0 percent, 6
percent, and 12 percent correspond to approximate net annual rates of return  of
- -0.70%,  5.30%,  and  11.30%, respectively.  Without  any  expense reimbursement
arrangements, total operating expenses would be an average annual rate of 0.79%.
Hypothetical Cash Surrender  Values, Accumulation Values  and the Death  Benefit
may  be  lower without  the  expense reimbursement.  Expense  reimbursements are
voluntary. While it  is currently anticipated  that expense reimbursements  will
continue past the current year, there is no assurance of ongoing reimbursements.
    
 
    The  hypothetical values shown in the tables  do not reflect any charges for
Federal income taxes  attributable to  the Variable  Account because  we do  not
currently make any such charges. However, such charges may be made in the future
and,  in that event, the  gross annual investment return  would have to exceed 0
percent, 6 percent,  or 12  percent by  an amount  sufficient to  cover the  tax
charges  in order to produce the Accumulation Values, Cash Surrender Values, and
Death Benefits illustrated. (See section  entitled "Federal Tax Matters" in  the
prospectus).
 
    The  tables illustrate  the Policy values  that would result  based upon the
hypothetical rates  of return  if premiums  are paid  as indicated,  if all  Net
Premiums    are    allocated   to    the   Variable    Account,   and    if   no
 
                                      C-1
<PAGE>
Policy loans have been made. The tables  are also based on the assumptions  that
the  Policy owner has not requested an  increase or decrease in the Face Amount,
that no partial withdrawals  have been made, that  no transfers have been  made,
and  total  operating  expenses of  the  Funds continue  as  anticipated. Actual
results will depend  on the expenses  and performance of  the investment  choice
made by the owner.
 
    Upon  request,  we will  provide a  comparable  illustration based  upon the
proposed Insured's Age,  sex, underwriting classification,  the Face Amount  and
Planned Periodic Premium schedule requested, and any available riders requested.
 
                                      C-2
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                              GUARANTEED COSTS                                               CURRENT COSTS
        ------------------------------------------------------------  ------------------------------------------------------------
               (1) (2)                 (1) (2)             (1) (2)           (1) (2)                 (1) (2)             (1) (2)
POLICY      ACCUMULATION            CASH SURRENDER          DEATH         ACCUMULATION            CASH SURRENDER          DEATH
 YEAR           VALUE                   VALUE              BENEFIT            VALUE                   VALUE              BENEFIT
- ------        ---------               ---------           ---------         ---------               ---------           ---------
<S>     <C>                    <C>                       <C>          <C>                    <C>                       <C>
   1                745                       0***          100,000*              810                       0***          100,000*
   2              1,461                     553***          100,000             1,593                     685***          100,000
   3              2,149                       0             100,000*            2,349                     139             100,000
   4              2,808                     408             100,000             3,075                     675             100,000
   5              3,437                   1,037             100,000             3,772                   1,372             100,000
   6              4,033                   1,873             100,000             4,436                   2,276             100,000
   7              4,595                   2,675             100,000             5,069                   3,149             100,000
   8              5,123                   3,443             100,000             5,668                   3,988             100,000
   9              5,613                   4,173             100,000             6,230                   4,790             100,000
  10              6,063                   4,863             100,000             6,755                   5,555             100,000
  11              6,471                   5,511             100,000             7,273                   6,313             100,000
  12              6,831                   6,111             100,000             7,749                   7,029             100,000
  13              7,138                   6,658             100,000             8,177                   7,697             100,000
  14              7,385                   7,145             100,000             8,550                   8,310             100,000
  15              7,566                   7,566             100,000             8,864                   8,864             100,000
  20              7,270                   7,270             100,000             9,341                   9,341             100,000
AGE 70                0                       0                   0             3,741                   3,741             100,000
  **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,200.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
    
 
   
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
  * BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT  DURING
    THE YEARS SHOWN. THEREFORE, THE POLICY REMAINS IN FORCE EVEN THOUGH THE CASH
    SURRENDER VALUE IS ZERO.
    
 
   
 ** POLICY TERMINATES PRIOR TO AGE 75.
    
 
   
*** CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE  HYPOTHETICAL INVESTMENT  RESULTS ARE ILLUSTRATIVE  ONLY, AND  SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL  INVESTMENT
RESULTS  MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER OF
FACTORS, INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE, CASH
SURRENDER VALUE, AND DEATH  BENEFIT FOR A POLICY  WOULD BE DIFFERENT FROM  THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER  A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE  FUNDS
THAT  THESE HYPOTHETICAL RETURNS CAN BE ACHEIVED  FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-3
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                            GUARANTEED COSTS                                           CURRENT COSTS
        --------------------------------------------------------  --------------------------------------------------------
              (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
POLICY     ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
 YEAR          VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
- ------       ---------             ---------          ---------        ---------             ---------          ---------
<S>     <C>                  <C>                     <C>          <C>                  <C>                     <C>
   1               799                     0***         100,000*             867                    37***         100,000
   2             1,618                   710***         100,000            1,759                   851***         100,000
   3             2,455                   245            100,000            2,674                   464            100,000
   4             3,311                   911            100,000            3,612                 1,212            100,000
   5             4,184                 1,784            100,000            4,572                 2,172            100,000
   6             5,072                 2,912            100,000            5,553                 3,393            100,000
   7             5,976                 4,056            100,000            6,557                 4,637            100,000
   8             6,894                 5,214            100,000            7,582                 5,902            100,000
   9             7,824                 6,384            100,000            8,627                 7,187            100,000
  10             8,766                 7,566            100,000            9,690                 8,490            100,000
  11             9,715                 8,755            100,000           10,820                 9,860            100,000
  12            10,668                 9,948            100,000           11,971                11,251            100,000
  13            11,619                11,139            100,000           13,141                12,661            100,000
  14            12,562                12,322            100,000           14,322                14,082            100,000
  15            13,491                13,491            100,000           15,514                15,514            100,000
  20            17,715                17,715            100,000           21,480                21,480            100,000
AGE 70          18,590                18,590            100,000           33,870                33,870            100,000
  75             6,654                 6,654            100,000           36,327                36,237            100,000
  80                 0                     0                  0           30,625                30,625            100,000
  85                                                                       2,304                 2,304
  **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A  $1,200.00 PREMIUM  (WHICH EXCEEDS THE  ANUALIZED MINIMUM  MONTHLY
    PREMIUM)  IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL BE
    DIFFERENT IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN  DIFFERENT
    AMOUNTS.
    
 
   
(2)  ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN MADE.
    EXCESSIVE LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE  OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
  *  BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING
    THE YEARS SHOWN. THEREFORE, THE POLICY REMAINS IN FORCE EVEN THOUGH THE CASH
    SURRENDER VALUE IS ZERO.
    
 
   
 ** POLICY TERMINATES PRIOR TO AGE 90.
    
 
   
*** CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-4
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                           LEVEL DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                          GUARANTEED COSTS                                         CURRENT COSTS
        -----------------------------------------------------  -----------------------------------------------------
             (1) (2)              (1) (2)           (1) (2)         (1) (2)              (1) (2)           (1) (2)
POLICY     ACCUMULATION        CASH SURRENDER        DEATH        ACCUMULATION        CASH SURRENDER        DEATH
 YEAR         VALUE                VALUE            BENEFIT          VALUE                VALUE            BENEFIT
- ------      ---------            ---------         ---------       ---------            ---------         ---------
<S>     <C>                 <C>                   <C>          <C>                 <C>                   <C>
   1               855                  25*          100,000              925                  95*          100,000
   2             1,783                 875*          100,000            1,932               1,024*          100,000
   3             2,789                 579           100,000            3,027                 817           100,000
   4             3,880               1,480           100,000            4,218               1,818           100,000
   5             5,064               2,664           100,000            5,514               3,114           100,000
   6             6,349               4,189           100,000            6,923               4,763           100,000
   7             7,744               5,824           100,000            8,459               6,539           100,000
   8             9,259               7,579           100,000           10,132               8,452           100,000
   9            10,906               9,466           100,000           11,956              10,516           100,000
  10            12,697              11,497           100,000           13,944              12,744           100,000
  11            14,645              13,685           100,000           16,188              15,228           100,000
  12            16,763              16,043           100,000           18,649              17,929           100,000
  13            19,063              18,586           100,000           21,348              20,868           100,000
  14            21,570              21,330           100,000           24,308              24,068           100,000
  15            24,294              24,294           100,000           27,560              27,560           100,000
  20            42,165              42,165           100,000           49,530              49,530           100,000
AGE 70         119,443             119,443           138,554          150,378             150,378           174,439
  75           197,145             197,145           210,945          253,763             253,763           271,527
  80           322,850             322,850           338,993          425,188             425,188           446,448
  85           518,632             518,632           544,564          701,843             701,843           736,936
  90           814,633             814,633           855,365        1,140,896           1,140,896         1,197,941
  95         1,287,854           1,287,854         1,300,733        1,864,637           1,864,637         1,883,284
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,200.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
    
 
   
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
*   CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE  ACTUAL INVESTMENT RESULTS APPLICABLE  TO THE POLICY  AVERAGE
12%  OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE  FUNDS
THAT  THESE HYPOTHETICAL RETURNS CAN BE ACHEIVED  FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-5
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%
    
 
   
<TABLE>
<CAPTION>
                              GUARANTEED COSTS                                               CURRENT COSTS
        ------------------------------------------------------------  ------------------------------------------------------------
               (1) (2)                 (1) (2)             (1) (2)           (1) (2)                 (1) (2)             (1) (2)
POLICY      ACCUMULATION            CASH SURRENDER          DEATH         ACCUMULATION            CASH SURRENDER          DEATH
 YEAR           VALUE                   VALUE              BENEFIT            VALUE                   VALUE              BENEFIT
- ------        ---------               ---------           ---------         ---------               ---------           ---------
<S>     <C>                    <C>                       <C>          <C>                    <C>                       <C>
   1                742                       0***          100,742*              807                       0***          100,808*
   2              1,455                     546***          101,455             1,586                     678***          101,587
   3              2,137                       0             102,137*            2,336                     126             102,337
   4              2,787                     387             102,787             3,054                     654             103,055
   5              3,405                   1,004             103,405             3,739                   1,339             103,740
   6              3,986                   1,826             103,986             4,389                   2,229             104,390
   7              4,531                   2,611             104,531             5,005                   3,085             104,005
   8              5,038                   3,357             105,038             5,583                   3,903             105,583
   9              5,503                   4,063             105,503             6,121                   4,681             106,121
  10              5,926                   4,726             105,926             6,617                   5,417             106,617
  11              6,301                   5,341             106,301             7,101                   6,141             107,101
  12              6,624                   5,903             106,624             7,537                   6,817             107,538
  13              6,887                   6,407             106,887             7,919                   7,439             107,920
  14              7,085                   6,845             107,085             8,240                   8,000             108,240
  15              7,212                   7,212             107,212             8,494                   8,494             108,495
  20              6,546                   6,545             106,546             8,546                   8,546             108,547
AGE 70                0                       0                   0             1,785                   1,785             101,785
  **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A  $1,200.00 PREMIUM  (WHICH EXCEEDS THE  ANUALIZED MINIMUM  MONTHLY
    PREMIUM)  IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL BE
    DIFFERENT IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN  DIFFERENT
    AMOUNTS.
    
 
   
(2)  ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN MADE.
    EXCESSIVE LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE  OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
  *  BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT DURING
    THE YEARS SHOWN. THEREFORE, THE POLICY REMAINS IN FORCE EVEN THOUGH THE CASH
    SURRENDER VALUE IS ZERO.
    
 
   
 ** POLICY TERMINATES PRIOR TO AGE 75.
    
 
   
*** CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE HYPOTHETICAL INVESTMENT  RESULTS ARE  ILLUSTRATIVE ONLY, AND  SHOULD NOT  BE
DEEMED  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER  OF
FACTORS,  INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND THE
DIFFERENT INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE,  CASH
SURRENDER  VALUE, AND DEATH BENEFIT  FOR A POLICY WOULD  BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-6
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%
    
 
   
<TABLE>
<CAPTION>
                            GUARANTEED COSTS                                           CURRENT COSTS
        --------------------------------------------------------  --------------------------------------------------------
              (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
POLICY     ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
 YEAR          VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
- ------       ---------             ---------          ---------        ---------             ---------          ---------
<S>     <C>                  <C>                     <C>          <C>                  <C>                     <C>
   1               797                     0***         100,797*             865                    35***         100,865
   2             1,611                   703***         101,611            1,752                   844***         101,752
   3             2,441                   231            102,441            2,659                   449            102,660
   4             3,285                   885            103,285            3,586                 1,186            103,587
   5             4,143                 1,743            104,143            4,531                 2,131            104,532
   6             5,011                 2,851            105,012            5,493                 3,333            105,493
   7             5,889                 3,969            105,889            6,471                 4,551            106,471
   8             6,774                 5,094            106,774            7,463                 5,783            107,464
   9             7,664                 6,224            107,664            8,467                 7,027            108,468
  10             8,556                 7,356            108,556            9,480                 8,280            109,481
  11             9,444                 8,484            109,445           10,547                 9,587            110,548
  12            10,324                 9,604            110,324           11,623                10,903            111,623
  13            11,186                10,706            111,186           12,699                12,219            112,700
  14            12,022                11,782            112,023           13,768                13,528            113,769
  15            12,824                12,824            112,825           14,825                14,825            114,825
  20            15,979                15,979            115,980           19,613                19,613            119,614
AGE 70          10,529                10,529            110,529           25,001                25,001            125,002
  75                 0                     0                  0           17,960                17,960            117,961
  **
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1)  ASSUMES A  $1,200.00 PREMIUM (WHICH  EXCEEDS THE  ANUALIZED MINIMUM MONTHLY
    PREMIUM) IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL  BE
    DIFFERENT  IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN DIFFERENT
    AMOUNTS.
    
 
   
(2) ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN  MADE.
    EXCESSIVE  LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
  * BASED ON (1) AND (2) ABOVE, THE DEATH BENEFIT GUARANTEE IS IN EFFECT  DURING
    THE YEARS SHOWN. THEREFORE, THE POLICY REMAINS IN FORCE EVEN THOUGH THE CASH
    SURRENDER VALUE IS ZERO.
    
 
   
 ** POLICY TERMINATES PRIOR TO AGE 80.
    
 
   
*** CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE  HYPOTHETICAL INVESTMENT  RESULTS ARE ILLUSTRATIVE  ONLY, AND  SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL  INVESTMENT
RESULTS  MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER OF
FACTORS, INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE, CASH
SURRENDER VALUE, AND DEATH  BENEFIT FOR A POLICY  WOULD BE DIFFERENT FROM  THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 6%
OVER  A PERIOD  OF YEARS, BUT  ALSO FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE  FUNDS
THAT  THESE HYPOTHETICAL RETURNS CAN BE ACHEIVED  FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-7
<PAGE>
   
                        RELIASTAR LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95
                               MALE ISSUE AGE: 40
                                   NON-SMOKER
                            $1,200.00 ANNUAL PREMIUM
                              $100,000 FACE AMOUNT
                         VARIABLE DEATH BENEFIT OPTION
                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 12%
    
 
   
<TABLE>
<CAPTION>
                            GUARANTEED COSTS                                           CURRENT COSTS
        --------------------------------------------------------  --------------------------------------------------------
              (1) (2)               (1) (2)            (1) (2)          (1) (2)               (1) (2)            (1) (2)
POLICY     ACCUMULATION          CASH SURRENDER         DEATH        ACCUMULATION          CASH SURRENDER         DEATH
 YEAR          VALUE                 VALUE             BENEFIT           VALUE                 VALUE             BENEFIT
- ------       ---------             ---------          ---------        ---------             ---------          ---------
<S>     <C>                  <C>                     <C>          <C>                  <C>                     <C>
   1               853                    23*           100,853              923                    93*           100,923
   2             1,775                   867*           101,775            1,924                 1,016*           101,925
   3             2,772                   562            102,772            3,011                   801            103,011
   4             3,849                 1,449            103,850            4,188                 1,788            104,188
   5             5,013                 2,613            105,014            5,464                 3,064            105,464
   6             6,270                 4,110            106,270            6,845                 4,685            106,846
   7             7,627                 5,707            107,627            8,343                 6,423            108,344
   8             9,092                 7,412            109,092            9,966                 8,286            109,967
   9            10,672                 9,232            110,673           11,724                10,284            111,724
  10            12,378                11,178            112,379           13,627                12,427            113,627
  11            14,217                13,257            114,217           15,758                14,798            115,758
  12            16,195                15,475            116,195           18,075                17,355            118,075
  13            18,320                17,840            118,320           20,590                20,110            120,590
  14            20,598                20,358            120,599           23,315                23,075            123,316
  15            23,038                23,038            123,039           26,269                26,269            126,269
  20            38,004                38,004            138,005           45,114                45,114            145,114
AGE 70          84,493                84,493            184,494          118,917               118,917            218,917
  75           115,343               115,343            215,343          183,263               183,263            283,263
  80           145,594               145,594            245,595          275,687               275,687            375,688
  85           164,355               164,355            264,356          407,352               407,352            507,353
  90           146,120               146,120            246,120          596,296               596,296            696,297
  95            48,420                48,420            148,420          873,966               873,966            973,966
</TABLE>
    
 
- --------------------------------------------------------------------------------
   
(1) ASSUMES A  $1,200.00 PREMIUM  (WHICH EXCEEDS THE  ANUALIZED MINIMUM  MONTHLY
    PREMIUM)  IS  PAID AT  THE BEGINNING  OF  EACH POLICY  YEAR. VALUES  WILL BE
    DIFFERENT IF PREMIUMS ARE  PAID WITH A DIFFERENT  FREQUENCY OR IN  DIFFERENT
    AMOUNTS.
    
 
   
(2)  ASSUMES  THAT  NO  POLICY  LOANS OR  PARTIAL  WITHDRAWALS  HAVE  BEEN MADE.
    EXCESSIVE LOANS OR  WITHDRAWALS MAY  CAUSE THE  POLICY TO  LAPSE BECAUSE  OF
    INSUFFICIENT CASH SURRENDER VALUE.
    
 
   
*   CASH SURRENDER VALUE INCLUDES THE SALES CHARGE REFUND.
    
 
   
THE  HYPOTHETICAL INVESTMENT  RESULTS ARE ILLUSTRATIVE  ONLY, AND  SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL  INVESTMENT
RESULTS  MAY BE MORE  OR LESS THAN THOSE  SHOWN, AND WILL DEPEND  ON A NUMBER OF
FACTORS, INCLUDING  THE  INVESTMENT  ALLOCATIONS  BY  A  POLICYHOLDER,  AND  THE
DIFFERENT  INVESTMENT  RETURNS  FOR  THE  FUNDS.  THE  ACCUMULATION  VALUE, CASH
SURRENDER VALUE, AND DEATH  BENEFIT FOR A POLICY  WOULD BE DIFFERENT FROM  THOSE
SHOWN  ABOVE IF THE  ACTUAL INVESTMENT RESULTS APPLICABLE  TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE  FOR
INDIVIDUAL  POLICY YEARS. NO  REPRESENTATION CAN BE  MADE BY US  OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE  ACHEIVED FOR ANY ONE YEAR, OR  SUSTAINED
OVER ANY PERIOD OF TIME.
    
 
                                      C-8
<PAGE>
                                   APPENDIX D
 
                   MAXIMUM CONTINGENT DEFERRED SALES CHARGES
                           PER $1,000 OF FACE AMOUNT
<TABLE>
<CAPTION>
                                CHARGE PER $1,000 OF FACE
                              AMOUNT (INITIAL FACE AMOUNT OR
  INSURED'S AGE AT POLICY     AMOUNT OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                 0           $          1.00  $          1.00
                 1                      1.10             1.00
                 2                      1.20             1.00
                 3                      1.30             1.00
                 4                      1.40             1.00
                 5                      1.50             1.00
                 6                      1.60             1.00
                 7                      1.80             1.00
                 8                      2.00             1.00
                 9                      2.20             1.20
                10                      2.50             1.40
                11                      2.80             1.60
                12                      3.00             1.80
                13                      3.20             2.00
                14                      3.50             2.20
                15                      3.80             2.40
                16                      4.00             2.60
                17                      4.20             2.80
                18                      4.50             3.00
                19                      4.80             3.20
                20                      5.00             3.50
                21                      5.30             3.90
                22                      5.90             4.20
                23                      6.30             4.50
                24                      6.90             5.00
                25                      7.50             5.50
                26                      7.80             6.10
                27                      8.40             6.70
                28                      8.80             7.30
                29                      9.40             7.70
                30                     10.00             8.00
                31                     10.80             8.60
                32                     11.50             9.20
                33                     12.30             9.80
                34                     13.10            10.40
                35                     14.00            11.00
                36                     14.90            11.60
                37                     15.70            12.20
 
<CAPTION>
                                CHARGE PER $1,000 OF FACE
                              AMOUNT (INITIAL FACE AMOUNT OR
  INSURED'S AGE AT POLICY     AMOUNT OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                38           $         16.80  $         12.80
                39                     17.90            13.90
                40                     19.00            15.00
                41                     19.60            16.10
                42                     20.40            17.20
                43                     21.30            18.00
                44                     22.10            18.90
                45                     23.00            19.50
                46                     23.90            20.60
                47                     24.90            21.70
                48                     25.90            22.50
                49                     27.00            23.30
                50                     28.20            24.20
                51                     29.40            25.20
                52                     30.70            26.20
                53                     32.10            27.20
                54                     33.50            28.00
                55                     35.00            29.50
                56                     36.70            30.70
                57                     38.40            32.00
                58                     40.20            33.40
                59                     42.20            34.80
                60                     44.30            36.40
                61                     45.60            38.10
                62                     45.40            40.00
                63                     45.30            41.90
                64                     44.90            43.90
                65                     44.60            45.50
                66                     44.30            45.00
                67                     43.90            44.60
                68                     43.60            44.10
                69                     43.30            43.70
                70                     43.10            43.30
                71                     42.80            42.90
                72                     42.60            42.50
                73                     42.40            42.10
                74                     42.20            41.70
                75                     41.90            41.20
</TABLE>
 
                                      D-1
<PAGE>
                                   APPENDIX E
 
              SURRENDER CHARGE GUIDELINE PER $1,000 OF FACE AMOUNT
 
    The following table provides the Surrender Charge Guideline factors that are
used in determining the Sales Charge Refund during the first two Policy Years or
the  first two years following a requested  increase in Face Amount (see section
entitled "Sales Charge  Refund" in Prospectus).  The Surrender Charge  Guideline
factors  are based upon the provisions of Rule 6e-3(T) adopted by the Securities
and Exchange Commission.
<TABLE>
<CAPTION>
                                SURRENDER CHARGE GUIDELINE
                                PER $1,000 OF FACE AMOUNT
                              (INITIAL FACE AMOUNT OR AMOUNT
  INSURED'S AGE AT POLICY         OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                 0           $          5.97  $          4.46
                 1                      6.14             4.58
                 2                      6.39             4.77
                 3                      6.67             4.97
                 4                      6.95             5.18
                 5                      7.26             5.40
                 6                      7.58             5.64
                 7                      7.92             5.89
                 8                      8.28             6.15
                 9                      8.66             6.42
                10                      9.06             6.71
                11                      9.48             7.02
                12                      9.92             7.34
                13                     10.38             7.67
                14                     10.85             8.03
                15                     11.34             8.39
                16                     11.85             8.77
                17                     12.37             9.17
                18                     12.91             9.59
                19                     13.47            10.03
                20                     14.07            10.49
                21                     14.69            10.98
                22                     15.34            11.48
                23                     16.03            12.02
                24                     16.76            12.58
                25                     17.53            13.17
                26                     18.35            13.79
                27                     19.21            14.44
                28                     20.11            15.12
                29                     21.07            15.84
                30                     22.08            16.60
                31                     23.14            17.39
                32                     24.26            18.22
                33                     25.43            19.10
                34                     26.66            20.03
                35                     27.96            21.00
                36                     29.32            22.02
                37                     30.76            23.09
 
<CAPTION>
                                SURRENDER CHARGE GUIDELINE
                                PER $1,000 OF FACE AMOUNT
                              (INITIAL FACE AMOUNT OR AMOUNT
  INSURED'S AGE AT POLICY         OF REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   --------------------------------
 INCREASE, AS APPROPRIATE         MALE            FEMALE
- ---------------------------  ---------------  ---------------
<S>                          <C>              <C>
                38           $         32.26  $         24.21
                39                     33.84            25.39
                40                     35.49            26.62
                41                     37.23            27.91
                42                     39.06            29.27
                43                     40.97            30.69
                44                     42.98            32.19
                45                     45.09            33.76
                46                     47.30            35.40
                47                     49.62            37.14
                48                     52.07            38.96
                49                     54.64            40.89
                50                     57.34            42.91
                51                     60.18            45.04
                52                     63.16            47.28
                53                     66.29            49.64
                54                     69.58            52.13
                55                     73.03            54.76
                56                     76.66            57.53
                57                     80.47            60.47
                58                     84.48            63.57
                59                     88.70            66.87
                60                     93.15            70.38
                61                     97.82            74.10
                62                    102.75            78.05
                63                    107.93            82.23
                64                    113.38            86.67
                65                    119.11            91.37
                66                    125.14            96.36
                67                    131.50           101.66
                68                    138.21           107.32
                69                    145.30           113.37
                70                    152.79           119.85
                71                    160.71           126.78
                72                    169.07           134.21
                73                    177.88           142.15
                74                    187.17           150.62
                75                    196.97           159.67
</TABLE>
 
                                      E-1
<PAGE>





RELIASTAR (logo)


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


SELECT*LIFE II PROSPECTUS (GENERAL)                 N700.176D (APRIL 30, 1997)


<PAGE>


                             RULE 484 UNDERTAKING

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


<PAGE>


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

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



<PAGE>


                                  SIGNATURES
   
As required by the Securities Act of 1933, Registrant certifies that it meets 
all of the requirements of effectiveness of this Amendment to the 
Registration Statement pursuant to Rule 485(b) under the Securities Act of 
1933 and has caused this Amendment to the Registration Statement to be signed 
on its behalf, in the City of Minneapolis and State of Minnesota, on this 
11th day of April, 1997.
    
                                       SELECT*LIFE VARIABLE ACCOUNT
                                                (Registrant)

                                       By RELIASTAR LIFE INSURANCE COMPANY
                                                 (Depositor)

                                       By   /s/ John G. Turner
                                          -----------------------------------
                                            John G. Turner, Chairman
                                            and Chief Executive Officer
   
As required by the Securities Act of 1933, Depositor has caused this 
Amendment to the Registration Statement to be signed on its behalf, in the 
City of Minneapolis and State of Minnesota, on this 11th day of April, 1997.
    
                                       RELIASTAR LIFE INSURANCE COMPANY
                                                (Depositor)

                                       By   /s/ John G. Turner
                                          -----------------------------------
                                            John G. Turner, Chairman
                                            and Chief Executive Officer
   
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed on this 11th day of April, 1997 by the following
directors and officers of Depositor in the capacities indicated:
    

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

   

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


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

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

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

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


<PAGE>


                                PART II

                   CONTENTS OF REGISTRATION STATEMENT


This Post-Effective Amendment No. 6 to the Registration Statement comprises 
the following papers and documents:
   
     The Facing Sheet.
     The general form of Prospectus, consisting of 118 pages.
     Undertakings to file reports.* (Filed in Pre-Effective Amendment No. 1)
     Rule 484 Undertaking.
     Representation pursuant to Section 26(e)(2)(A).
     Representation pursuant to Paragraph (b)(13)(iii)(F) under Rule 6e-3(T).*
        (Filed in Pre-Effective Amendment No. 1)
     The signatures.
    
     Written consents of the following persons:
   
     1.   Robert B. Saginaw, Esquire - Filed as part of EX-99.2.
     2.   Craig A. Krogstad, FSA, MAAA - Filed as part of EX-99.C6.
     3.   Deloitte & Touche LLP - Filed as part of Ex-99.C1.
    
     The following exhibits:

     1.   The following exhibits correspond to those required by Paragraph A
          of the instructions as to exhibits in Form N-8B-2:
   
     A.   (1)  Resolutions of Board of Directors of Northwestern National Life
               Insurance Company ("NWNL") establishing the Select*Life 
               Variable Account.* (Filed as an Exhibit in S-6EL24 on December 
               23, 1996, Accession Number 0000897899-96-000017, CIK 
               0000897899 and incorporated herein by reference.)
          (2)  Not applicable.
          (3)  (a)  General Distributor Agreement between Washington Square
                    Securities, Inc. and ReliaStar Life.* (Filed as part of
                    Select* Life Variable Account S-6EL24 on 12-23-96,
                    Accession Number 0000897899-96-000017, CIK 0000897899 and 
                    incorporated herein by reference.)
          (3)  (b)  Specimens of Selling Agreements.* (Filed as part of Select*
                    Life Variable Account S-6EL24 on 12-23-96, Accession Number
                    0000897899-96-000017, CIK 0000897899 and incorporated 
                    herein by reference.)
          (4)  Not applicable.
          (5)  (a)  Form of Policy available (together with available Policy
                    riders).* (Filed in Pre-Effective Amendment No. 1)
          (5)  (b)  Waiver of Specified Premium Rider.* (Filed in 
                    Post-Effective Amendment No. 2)
          (5)  (c)  Accelerated Benefit Rider (Filed in Post-Effective 
                    Amendment No. 4)
          (5)  (d)  Connecticut Modification Rider (Filed in Post-Effective 
                    Amendment No. 4)
          (6)  (a)  Amended Articles of Incorporation of ReliaStar Life.*
                    (Filed as part of Select* Life Variable Account S-6EL24 on 
                    12-23-96, Accession Number 0000897899-96-000017, CIK 
                    0000897899 and incorporated herein by reference.)
          (6)  (b)  Amended By-Laws of ReliaStar Life.* (Filed as part of
                    Select* Life Variable Account S-6EL24 on 12-23-96, Accession
                    Number 0000897899-96-000017, CIK 0000897899 and 
                    incorporated herein by reference.)
          (7)  Not applicable.
          (8)  (a)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund and Fidelity Distributors Corporation and
                    Amendments Nos. 1-8. (Filed as part of Select* Life 
                    Variable Account S-6EL24 on 12-23-96, Accession Number 
                    0000897899-96-000017, CIK 0000897899 and incorporated 
                    herein by reference.)
          (8)  (b)  Participation Agreement with Fidelity's Variable Insurance
                    Products Fund II and Fidelity Distributors Corporation and

<PAGE>

                    Amendments Nos. 1-7. (Filed as part of Select*Life Variable 
                    Account S-6EL24 on 12-23-96, Accession Number 
                    0000897899-96-000017, CIK 0000897899 and incorporated 
                    herein by reference.)
          (8)  (c)  Form of Service Agreement and Contract between ReliaStar 
                    Life Insurance Company and Fidelity Investments 
                    Institutional Operations Company and Distributors 
                    Corporation dated January 1, 1997.
          (8)  (d)  Participation Agreement with Putnam Investment Management,
                    Inc. and Putnam Mutual Funds Corp. and Amendment No. 1-2.
                    (Filed as part of Select*Life Variable Account S-6EL24 on
                    12-23-96, Accession Number 0000897899-96-000017,
                    CIK 0000897899 and incorporated herein by reference.)
          (9)  Not applicable.
         (10)  Policy Application Form. (Filed as part of Select*Life Variable 
               Account S-6EL24 on 12-23-96, Accession Number
               0000897899-96-000017, CIK 0000897899 and incorporated herein 
               by reference.)
     2.   Opinion and consent of Robert B. Saginaw, Esquire, as to the 
          legality of the Securities being registered. See Ex-99.2.
     3.   Not applicable.
     4.   Not applicable.
     EX-99.C1.   Auditor's Consent.
     EX-99.C2.   Not Applicable.
     EX-99.C3.   Not Applicable.
     EX-99.C4.   See EX-99.2.
     EX-99.C5.   Not Applicable.
     EX-99.C6.   Actuarial Opinion and Consent.
     EX-99.D1.   Memorandum describing Northwestern National's issuance,
                 transfer and redemption procedures for the Policies and 
                 Northwestern National's procedure for conversion to a fixed
                 benefit policy. (Filed in Post-Effective Amendment No. 4)
     EX-24.      Powers of Attorney. (Filed as part of Select* Life Variable 
                 Account S-6EL24 on 12-23-96, Accession Number 0000897899-96-
                 000017, CIK 0000897899 and incorporated herein by reference.)
     EX-27.      Financial Data Schedule
    

     *    Previously filed.



<PAGE>

                                   SERVICE CONTRACT
                                           

WITH RESPECT TO SHARES OF:

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

To Fidelity Distributors Corporation:

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

THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:

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

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

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


<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

Very truly yours,


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

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

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

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

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

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

<PAGE>

                                  SERVICE AGREEMENT
                                           

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

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

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

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

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

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

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

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

    NOW, THEREFORE, the parties do agree as follows:

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

    FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

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

    RELIASTAR LIFE INSURANCE COMPANY

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


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


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

<PAGE>

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

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

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

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

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

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


<PAGE>

[ReliaStar Life Insurance Company Letterhead]

                                                                       EX-99.2


April 11, 1997


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


Madam/Sir:

     In connection with the proposed registration under the Securities Act of 
1933, as amended, of flexible premium variable life insurance policies (the 
"Policies") and interests in Select*Life Variable Account (the "Variable 
Account"), I have examined documents relating to the establishment of the 
Variable Account by the Board of Directors of ReliaStar Life Insurance Company 
(the "Company") as a separate account for assets applicable to variable 
contracts, pursuant to Minnesota Statutes Sections 61A.13 to 61A.21, 
as amended, and the Registration Statement, on Form S-6, File No. 33-57244 
(the "Registration Statement") and I have examined such other documents 
and have reviewed such matters as I deemed necessary for this opinion, 
and I advise you that in my opinion:

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

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

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

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

Very truly yours,


/s/ ROBERT B. SAGINAW
- ----------------------

Robert B. Saginaw
Counsel



<PAGE>

                                                                  Exhibit 99.C1



INDEPENDENT AUDITORS' CONSENT


Board of Directors and Contract Holders
Select*Life Variable Account


We consent to the use in this Post-Effective Amendment No. 6 to Registration 
Statement on Form S-6 (File No. 33-57244) of Select*Life Variable Account 
filed under the Securities Act of 1933 of our report dated February 7, 1997 
on the audit of the financial statements of Select*Life Variable Account as 
of December 31, 1996 and for each of the three years in the period then ended 
and our report dated January 31, 1997, except for Note 14, as to which the 
date is February 23, 1997, on the audit of the consolidated financial 
statements of ReliaStar Life Insurance Company and subsidiaries as of and for 
the years ended December 31, 1996 and 1995 appearing in the Prospectus, which 
is a part of such Registration Statement, and to the reference to us under 
the heading "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP


Minneapolis, Minnesota
April 11, 1997



<PAGE>

                                                                   Exhibit 99.C6


                              [RELIASTAR LIFE LETTERHEAD]

April  11, 1997

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

Madam/Sir:

This opinion is furnished in connection with the registration by ReliaStar 
Life Insurance Company of a flexible premium variable life insurance 
policy (the "Contract") under the Securities Act of 1933, as amended. The 
contract, including variations thereof used in various states, is described 
in the Prospectus constituting a part of the Registration Statement Form S-6, 
as amended through and including Post-Effective Amendment No. 6 thereto, File 
No. 33-57244.

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

In my opinion:

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

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

Sincerely,

/s/ CRAIG A. KROGSTAD

Craig A. Krogstad, FSA, MAAA
Actuary



<TABLE> <S> <C>

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


</TABLE>


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