SELECT LIFE VARIABLE ACCOUNT
485BPOS, 1998-04-23
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1998
                                                      REGISTRATION NO. 33-57244



                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                POST-EFFECTIVE


                              AMENDMENT NO. 9 TO
                                   FORM S-6
    

                        REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

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

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



                       RELIASTAR LIFE INSURANCE COMPANY
                              (Name of Depositor)



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



                                    Copy to:

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



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

Approximate date of Proposal Public Offering: As soon as practicable after the
Registration Statement becomes effective.
It is proposed that this filing will become effective

   
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 1998 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on May 1, 1998 pursuant to paragraph (a) of Rule 485
    

Title of securities being registered: Variable life contracts issued by a
registered separate account.

<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
       16         Payment and Allocation of Premiums; Surrender
                  Benefits; Investments of the Variable Account
       17         Surrender Benefits; Policy Loans; Free Look and
                  Conversion Rights; General Provisions
       18         The Variable Account; Investments of the Variable
                  Account; Payment and Allocation of Premiums
       19         Voting Rights; General Provisions
       20         Not Applicable
       21         Policy Loans
       22         Not Applicable
       23         Bonding Arrangements
       24         Definitions; General Provisions

<PAGE>


 ITEM NUMBER OF
  FORM N-8B-2     HEADING IN THE PROSPECTUS
- ---------------   -------------------------------------------------
       25         ReliaStar Life Insurance Company
       26         Not Applicable
       27         ReliaStar Life Insurance Company; Other
                  Contracts Issued by Us
       28         Management
       29         ReliaStar Life Insurance Company
       30         Not Applicable
       31         Not Applicable
       32         Not Applicable
       33         Not Applicable
       34         Not Applicable
       35         Not Applicable
       36         Not Applicable
       37         Not Applicable
       38         Distribution of the Policies
       39         Distribution of the Policies
       40         Distribution of the Policies
       41         Distribution of the Policies
       42         Not Applicable
       43         Not Applicable
       44         Investments of the Variable Account; Payment
                  and Allocation of Premiums; Deductions and
                  Charges
       45         Not Applicable
       46         Investments of the Variable Account; Deductions
                  and Charges
       47         Investments of the Variable Account
       48         ReliaStar Life Insurance Company; State
                  Regulation
       49         Not Applicable
       50         The Variable Account
       51         Cover Page; The Policies; Death Benefit; Payment
                  and Allocation of Premiums; Deductions and
                  Charges; Policy Lapse and Reinstatement; General
                  Provisions; Free Look and Conversion Rights
       52         Investments of the Variable Account
       53         Federal Tax Matters
       54         Not Applicable
       55         Not Applicable

<PAGE>


 ITEM NUMBER OF
  FORM N-8B-2     HEADING IN THE PROSPECTUS
- ---------------   --------------------------
       56         Not Applicable
       57         Not Applicable
       58         Not Applicable
       59         Financial Statements

<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. 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 Face
Amount may be increased, subject to certain limitations. 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").


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

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

THE DATE OF THIS PROSPECTUS IS MAY 1, 1998.

<PAGE>


   
     You can allocate net premiums paid under the Policy to the Select*Life
Variable Account (the "Variable Account"), which is one of our separate
accounts, or to our General Account (the "Fixed Account"). Any amounts allocated
to the Variable Account will be allocated to one or more Sub-Accounts of the
Variable Account. The assets of each Sub-Account will be invested solely in one
of the three portfolios available through The Alger American Fund, in one of the
five portfolios of the Fidelity Variable Insurance Products Fund ("VIP"), in one
of the four portfolios of the Fidelity Variable Insurance Products Fund II ("VIP
II"), in one of the four portfolios of Janus Aspen Series, in one of the two
portfolios of Neuberger&Berman Advisers Management Trust, in one of the five
funds of the Northstar Variable Trust, in one of four portfolios of the OCC
Accumulation Trust and in one of the six funds of Putnam Variable Trust,
(collectively the "Funds").
    

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

     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 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.
    

<PAGE>

   
DEFINITIONS................................................................ 6
    

PART 1. SUMMARY

Premium Payments........................................................... 9
Deductions from each premium payment....................................... 9
The Fixed Account.......................................................... 9
The Variable Account....................................................... 9
The investment advisers of the Funds....................................... 9
   
The Funds................................................................. 10
Transfer between the Sub-Accounts and/or the Fixed Account................ 10
    
Charges against the Accumulation Value.................................... 10
Charges made upon lapse or total surrender of the Policy.................. 10
The value of the Policy if you surrender it............................... 11
Partial withdrawals....................................................... 11
The free look rights...................................................... 11
Borrowing against the value of the Policy................................. 11
The Death Benefit......................................................... 11
   
You may adjust the amount of the Death Benefit............................ 12
    
The Death Benefit Guarantee............................................... 12
Unless the Death Benefit Guarantee is in effect, we may cause the Policy
 to lapse................................................................. 12
Death Benefit proceeds generally not taxable income to the beneficiary.... 12
Accumulation Value increases generally not taxable income
 while accumulating....................................................... 12
Exercising certain Policy rights and tax consequences..................... 12
Modified Endowment Contracts.............................................. 12


PART 2. DETAILED INFORMATION

ReliaStar Life Insurance Company.......................................... 12
The Variable Account...................................................... 13
Performance Information................................................... 13
The Policies.............................................................. 14
Death Benefit............................................................. 14
 Death Benefit Options.................................................... 14
   
 Which Death Benefit Option to Choose..................................... 16
    
 Requested Changes in Face Amount......................................... 16
 Insurance Protection..................................................... 17
 Change in Death Benefit Option........................................... 17
   
 Accelerated Benefit Rider................................................ 18
Payment and Allocation of Premiums........................................ 18
 Issuing the Policy....................................................... 18
    
 Allocation of Premiums................................................... 20
 Amount and Timing of Premiums............................................ 20
 Planned Periodic Premiums................................................ 21
 Unscheduled Additional Premiums.......................................... 21
 Paying Premiums by Mail.................................................. 21
Death Benefit Guarantee................................................... 21
 Requirements............................................................. 21
Accumulation Value........................................................ 22
 Specialized Uses of the Policy........................................... 23
Deductions and Charges.................................................... 23
 Premium Expense Charge................................................... 23
   
 Monthly Deduction........................................................ 23
 Surrender Charge......................................................... 24
 Partial Withdrawal and Transfer Charges.................................. 26
    
 Investment advisory fees and fund expenses after reimbursement........... 27
 Expenses................................................................. 27
   
 Reduction of Charges..................................................... 28
    

<PAGE>

Sales Charge Refund....................................................... 29
Policy Lapse and Reinstatement............................................ 30
Surrender Benefits........................................................ 31
 Total Surrender.......................................................... 31
   
 Partial Withdrawal....................................................... 31
Transfers................................................................. 32
Telephone/Fax Instructions................................................ 32
 Dollar Cost Averaging Service............................................ 32
 Portfolio Rebalancing Service............................................ 33
 Transfer Limits.........................................................  33
 Transfer Charges........................................................  33
Policy Loans.............................................................. 33
Free Look and Conversion Rights........................................... 35
 Free Look Rights......................................................... 35
    
 Conversion Rights........................................................ 36
   
Investments of the Variable Account....................................... 36
 Addition, Deletion, or Substitution of Investments....................... 38
Voting Rights............................................................. 39
    
General Provisions........................................................ 40
 Benefits at Age 95....................................................... 40
 Ownership................................................................ 40
   
 Proceeds................................................................. 40
 Beneficiary.............................................................. 40
 Postponement of Payments................................................. 40
    
 Settlement Options....................................................... 41
   
 Incontestability......................................................... 41
    
 Misstatement of Age and Sex.............................................. 42
 Suicide.................................................................. 42
 Termination.............................................................. 42
   
 Amendment................................................................ 42
 Reports.................................................................. 42
 Dividends................................................................ 42
    
 Collateral Assignment.................................................... 43
 Optional Insurance Benefits.............................................. 43
   
Federal Tax Matters....................................................... 43
 Introduction............................................................. 43
 Tax Status of the Policy................................................. 43
    
 Tax Treatment of Policy Benefits......................................... 44
 Taxation of ReliaStar Life Insurance Company............................. 45
   
 Possible Changes in Taxation............................................. 45
 Other Considerations..................................................... 45
Legal Developments Regarding Employment -- Related Benefit Plans.......... 45
Preparing for Year 2000................................................... 46
Distribution of the Policies.............................................. 46
Management................................................................ 46
 Directors................................................................ 46
    
 Executive Officers....................................................... 49
State Regulation.......................................................... 49
Massachusetts and Montana Residents....................................... 49
Legal Proceedings......................................................... 49
Bonding Arrangements...................................................... 49
Legal Matters............................................................. 49
   
Experts................................................................... 50
    
Registration Statement Contains Further Information....................... 50
Financial Statements...................................................... 50

<PAGE>

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 ("SELECT*PRODUCT INVESTMENT OPTIONS")

The Alger American Fund
   
Fidelity Variable Insurance Products Fund (VIP)
Fidelity Variable Insurance Products Fund II (VIP II)
    
Janus Aspen Series
Neuberger&Berman Advisers Management Trust ("AMT")
Northstar Variable Trust (Northstar)
OCC Accumulation Trust
Putnam Variable Trust










THE POLICY MAY NOT BE AVAILABLE IN ALL JURISDICTIONS. 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.

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

<PAGE>

   
DEFINITIONS
    
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 22 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. See "Deductions
   and Charges -- Surrender Charge" at page 24.

CONTINGENT DEFERRED SALES CHARGE. A contingent deferred charge to reimburse us
   for expenses relating to the distribution of the Policy. See "Deductions
   and Charges -- Surrender Charge" at page 24.
    

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 14.

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 21.

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 14.

FACE AMOUNT. The minimum Death Benefit under the Policy as long as the Policy
   remains in force. See "Death Benefit" at page 14.

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 22 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 36.
    

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

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

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 14.

   
LOAN AMOUNT. The sum of all unpaid Policy loans including unpaid interest due
   thereon. See "Policy Loans" at page 33.
    

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. See "Death Benefit Guarantee"
   at page 21.


<PAGE>


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. See "Deductions and Charges -- Monthly Deduction" at page 23.

MONTHLY ADMINISTRATIVE CHARGE. A monthly charge to reimburse us for expenses
   incurred in administering the Policy. See "Deductions and Charges --
   Monthly Deduction" at page 23.
    

MONTHLY MORTALITY AND EXPENSE RISK CHARGE. A monthly charge to compensate us
   for certain mortality and expense risks we assume under the Policy. See
   "Deductions and Charges -- Monthly Mortality and Expense Risk Charge" at
   page 24.

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

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 21.

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

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

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

POLICY MONTH. A month beginning on the Monthly Anniversary.

POLICY YEAR. A year beginning on the Policy Anniversary.

PREMIUM EXPENSE CHARGE. An amount deducted from each premium payment. See
   "Deductions and Charges -- Premium Expense Charge" at page 23.

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. See "Sales Charge Refund" at page 29.

SEC. Securities and Exchange Commission.

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

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

   
SURRENDER CHARGE. A charge imposed upon total surrender or lapse of the Policy
   during the first 15 Policy Years and the first 15 years following any
   requested increase in Face Amount. See "Deductions and Charges -- Surrender
   Charge" at page 24.

SURRENDER CHARGE GUIDELINE. An amount used in calculating Sales Charge Refunds
   (see "Sales Charge Refund" at page 29) 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
   25).
    

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


<PAGE>

VALUATION DATE. Each day the New York Stock Exchange is open for business except
   for that a Sub-Account's corresponding Fund does not value its shares. The
   New York Stock Exchange is currently closed on week-ends and on the following
   holidays: New Year's Day; Martin Luther King Day; Presidents' Day; Good
   Friday; Memorial Day; July Fourth; Labor Day; Thanksgiving Day; and Christmas
   Day. See Appendix B.

VALUATION PERIOD. The period between two successive Valuation Dates, commencing
   at the close of business of a Valuation Date and ending at the close of
   business of the next Valuation Date. See Appendix B.

VARIABLE ACCOUNT. Select*Life Variable Account, a separate investment account
   established by us to receive and invest Net Premiums paid under the Policy.
   See "The Variable Account" at page 13.

VARIABLE ACCUMULATION VALUE. The value attributable to a specific Policy to the
   extent such amount is attributable to the Variable Account. See
   "Accumulation Value" at page 22 and Appendix B.

VARIABLE AMOUNT OPTION. One of two Death Benefit Options available under the
   Policy. Under this option, the Death Benefit is the greater of the Face
   Amount plus the Accumulation Value of the Policy, or the corridor percentage
   of Accumulation Value on the Valuation Date on or next following the date of
   the Insured's death. See "Death Benefit -- Death Benefit Options" at page 14.

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

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


<PAGE>

   
PART 1. SUMMARY
    
     This is a brief summary of the Policy's features. More detailed information
is provided in this Prospectus and the Policy.


PREMIUM PAYMENTS
     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" and "Payment and Allocation of Premiums -- Amount and
Timing of Premiums".)


DEDUCTIONS FROM 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%. See "Deductions and Charges -- Premium
Expense Charge".


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%. See Appendix A, "The Fixed
Account".


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".


   
THE INVESTMENT ADVISERS OF THE FUNDS

   * Fred Alger Management, Inc. ("Alger Management") is the investment
      manager for the three Alger American Portfolios.

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

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

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

   
   *  Northstar Investment Management Corporation, an affiliate of ours, is the
      investment adviser for the five portfolios of the Northstar Variable
      Trust. Certain of the Northstar portfolios are sub-advised by third party
      investment advisers: The Northstar Variable Trust Growth Porfolio is
      sub-advised by Navellier Fund Management, Inc., and the Northstar Variable
      Trust International Value Portfolio is sub-advised by Brandes Investment
      Partners, L.P.
    

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

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

     For the expenses of each Fund see "Investment Advisory fees and other fund
expenses after reimbursements."

<PAGE>

THE FUNDS
   
     You can put your money in up to seventeen (17) of these thirty-three (33)
investment portfolios which are described in the prospectuses for the
portfolios. You do not have to choose your investment options in advance, but
upon participation in the seventeenth Fund you would only be able to transfer
within the seventeen Funds already utilized and which are available. See
"Investments of the Variable Account."


                                           FIDELITY VARIABLE       
            THE ALGER                     INSURANCE PRODUCTS       
         AMERICAN FUND:                    FUND II (VIP II):       
- -------------------------------    ------------------------------- 
Growth Portfolio                   VIP II Asset Manager            
MidCap Growth Portfolio               Portfolio                    
Small Capitalization Portfolio     VIP II Contrafund Portfolio     
                                   VIP II Index 500 Portfolio      
                                   VIP II Investment Grade         
                                      Bond Portfolio               


        NEUBERGER&BERMAN
       ADVISERSMANAGEMENT                       OCC ACCUMULATION       
         TRUST ("AMT"):                              TRUST:            
- -------------------------------         -------------------------------
Limited Maturity Bond                   Equity Portfolio               
   Portfolio                            Global Equity Portfolio        
Partners Portfolio                      Managed Portfolio              
                                        Small Cap Portfolio            


         FIDELITY VARIABLE
        INSURANCE PRODUCTS
            FUND (VIP):                         JANUS ASPEN SERIES:         
- ---------------------------------       ---------------------------------   
VIP Equity-Income Portfolio             Aggressive Growth Portfolio         
VIP Growth Portfolio                    Growth Portfolio                    
VIP High Income Portfolio               International Growth Portfolio      
VIP Money Market Portfolio              Worldwide Growth Portfolio          
VIP Overseas Portfolio


        NORTHSTAR VARIABLE TRUST
          ("NORTHSTAR"):                   PUTNAM VARIABLE TRUST:    
- ---------------------------------       ---------------------------- 
Growth Portfolio                        Putnam VT Asia Pacific       
High Yield Bond Portfolio                  Growth Fund               
Income and Growth Portfolio             Putnam VT Diversified        
International Value Portfolio              Income Fund               
Multi-Sector Bond Portfolio             Putnam VT Growth and         
                                           Income Fund               
                                        Putnam VT New                
                                           Opportunities Fund        
                                        Putnam VT Utilities Growth   
                                           and Income Fund           
                                        Putnam VT Voyager Fund       


    


TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT
   
     Subject to certain restrictions, including those mentioned above, 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.
    


CHARGES AGAINST THE ACCUMULATION VALUE
     The Accumulation Value of the Policy is subject to the Monthly Deduction
charges.

   
     The Monthly Deduction will be deducted monthly from both the Fixed
Accumulation Value and the Variable Accumulation Value on a proportionate basis
depending on their relative Accumulation Values at that time and includes the
cost of insurance, the Monthly Administrative Charge, the Monthly Mortality and
Expense Risk Charge, and charges for optional insurance benefits. The cost of
insurance will be determined by multiplying the applicable cost of insurance
rate(s) by the net amount at risk. The Monthly Administrative Charge is
currently $8.25 per month and is guaranteed not to exceed $12.00 per month. The
Monthly Mortality and Expense Risk Charge will be equal to one-twelfth of .90%
of 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% guaranteed not to
exceed .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".
    


CHARGES MADE 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

<PAGE>

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 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".

PARTIAL WITHDRAWALS
     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.
Only one partial withdrawal is allowed in any Policy Year. See "Surrender
Benefits -- Partial Withdrawal".

THE FREE LOOK 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.

BORROWING AGAINST THE VALUE OF THE POLICY
     Although we reserve the right to limit borrowing during the first Policy
Year, generally you can borrow, depending upon the state you reside, up to 75%
of the Cash Value of the Policy less any existing Loan Amount. 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".

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.
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. 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".


<PAGE>

YOU MAY 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".

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".
    

UNLESS THE DEATH BENEFIT GUARANTEE IS IN EFFECT, WE MAY 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".
    

DEATH BENEFIT PROCEEDS GENERALLY NOT 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".

ACCUMULATION VALUE INCREASES GENERALLY NOT TAXABLE INCOME WHILE ACCUMULATING
     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".

EXERCISING CERTAIN POLICY RIGHTS AND 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".

MODIFIED ENDOWMENT CONTRACTS
     The Company intends for the Policy to satisfy the definition of a life
insurance contract under section 7702 of the Internal Revenue Code of 1986, as
amended (the "Code"). Under certain circumstances, a Policy could be treated as
a "modified endowment contract." The Company will monitor Policies and will
attempt to notify an owner on a timely basis if his or her Policy is in jeopardy
of becoming a modified endowment contract. For further discussion of the tax
status of a Policy and the tax consequences of being treated as a life insurance
contract or a modified endowment contract, see "Federal Tax Matters."


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 $267 billion of life
insurance in force and our assets are $21.0 billion as of December 31, 1997. Our
Home Office is at 20 Washington Avenue South, Minneapolis, Minnesota 55401
(telephone 612-372-5507).
    


<PAGE>

     We may from time to time publish in advertisements, sales literature, and
reports, the ratings and other information assigned to us by one or more
independent rating organizations such as A.M. Best Company, Standard & Poor's,
Moody's, and Duff & Phelps. The purpose of the ratings is to reflect our
financial strength and/or claims-paying ability and should not be considered as
bearing on the investment performance of assets held in the Variable Account.
Each year the A.M. Best Company reviews the financial status of many insurers,
culminating in the assignment of Best's Ratings. These ratings reflect their
current opinion of the relative financial strength and operating performance of
an insurance company in comparison to the norms of the life/health insurance
industry. We have been assigned a rating of A+ by A.M. Best, which is a rating
assigned to companies demonstrating superior overall performance and a very
strong ability to meet obligations to policyholders over a long period. Such
ratings do not reflect the investment in the Variable Account.


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 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


<PAGE>

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.

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

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

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

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

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

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

     LEVEL AMOUNT OPTION. The Death Benefit is the greater of the current Face
Amount of the Policy or the corridor percentage of Accumulation Value on the
Valuation Date on or next following the date

<PAGE>

   
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 below. 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%).
    

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


                           CORRIDOR PERCENTAGE TABLE

                      CORRIDOR                                CORRIDOR   
 INSURED'S AGE ON   PERCENTAGE OF        INSURED'S AGE ON   PERCENTAGE OF
  PREVIOUS POLICY   ACCUMULATION          PREVIOUS POLICY   ACCUMULATION 
    ANNIVERSARY         VALUE               ANNIVERSARY         VALUE    
- ------------------ --------------       ------------------ --------------
   40 or younger        250%                    54              157      
        41              243                     55              150      
        42              236                     56              146      
        43              229                     57              142      
        44              222                     58              138      
        45              215                     59              134      
        46              209                     60              130      
        47              203                     61              128      
        48              197                     62              126      
        49              191                     63              124      
        50              185                     64              122      
        51              178                     65              120      
        52              171                     66              119      
        53              164                     67              118      

                      CORRIDOR
 INSURED'S AGE ON   PERCENTAGE OF
  PREVIOUS POLICY   ACCUMULATION
    ANNIVERSARY         VALUE
- ------------------  -------------
        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 or older         100


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

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

<PAGE>

   
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%).
    

     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
and lower cost of insurance charges, 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. We will currently permit increases up to the Insured's
Age 80, if our requirements are met. 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.

     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".


<PAGE>

     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.

(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.)


<PAGE>

(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. 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

<PAGE>

different minimum Face Amount in the future for issuing a new Policy. We will
generally only issue a Policy to an applicant Age 80 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's child.

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

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

     *    The Valuation Date following the date of underwriting approval.

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

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

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

<PAGE>

     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.)
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 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

<PAGE>

          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. 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.

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, 1998. 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.

<PAGE>


     Case 2. You pay $1,000 on January 1, 1998. The $1,000 maintains the Death
          Benefit Guarantee without your paying any additional premiums for the
          next 10 months (through October 31, 1998). However, you must pay at
          least $100 by November 1, 1998 to maintain the Death Benefit Guarantee
          through November 30, 1998.

     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, 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.


<PAGE>

     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.


SPECIALIZED USES OF THE POLICY
     Because the Policy provides for an accumulation of Cash Surrender Value as
well as a Death Benefit, the Policy can be used for various individual and
business financial planning purposes. Purchasing the Policy in part for such
purposes entails certain risks. For example, if the investment performance of
the Sub-Accounts to which Accumulation Value is allocated is poorer than
expected or if sufficient premiums are not paid, the Policy may lapse or may not
accumulate sufficient Accumulation Value or Cash Surrender Value to fund the
purpose for which the Policy was purchased. Withdrawals and Policy loans may
significantly affect current and future Accumulation Value, Cash Surrender
Value, or Death Benefit proceeds. Depending upon Sub-Account investment
performance and the amount of a Policy loan, the loan may cause a Policy to
lapse. Because the Policy is designed to provide benefits on a long-term basis,
before purchasing a Policy for a specialized purpose a purchaser should consider
whether the long-term nature of the Policy is consistent with the purpose for
which it is being considered. Using a Policy for a specialized purpose may have
tax consequences. See "Federal Tax Matters".


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.

     We may realize a profit on one or more of these charges, such as the
mortality and expense risk charge. We may use any such profits for any proper
corporate purpose, including, among other things, payments of sales expenses.


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.

<PAGE>

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

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

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

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

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

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

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

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


<PAGE>

The Surrender Charge has two parts -- The Contingent Deferred Administrative
Charge and the Contingent Deferred Sales Charge which are determined separately.
The Surrender Charge will not be affected by any decrease in Face Amount or by
any change in Face Amount resulting from a change in the Death Benefit Option.

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

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

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

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

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

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

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

<PAGE>

Face Amount or the Face Amount of the increase, as applicable, and by (iii) the
applicable percentage from the Surrender Charge Percentage Table below, and then
dividing this amount by 1000.

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

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

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

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

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

   
                        SURRENDER CHARGE PERCENTAGE TABLE
    



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

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

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

PARTIAL WITHDRAWAL AND TRANSFER CHARGES
     We currently make no charge for transfers and a $10.00 charge for each
partial withdrawal. These charges are guaranteed not to exceed $25.00 per
transfer or partial withdrawal for the duration of the Policy. The transfer
charge will not be imposed on transfers that occur as a result of Policy loans
or the exercise of conversion rights.


<PAGE>

INVESTMENT ADVISORY FEES AND FUND EXPENSES AFTER REIMBURSEMENT Because the
     Variable Account purchases shares of the Funds, the net asset
value of the investments of the Variable Account will reflect the investment
advisory fees and other expenses incurred by the Funds. Set forth below is
information provided by each Fund on its total 1997 annual expenses as a
percentage of the Fund's average net assets. For more information concerning
these expenses, see the prospectuses for the Funds located in the accompanying
book entitled "Select*Product Investment Options."

EXPENSES

   
<TABLE>
<CAPTION>
                                                                                          TOTAL INVESTMENT
                                                                  MANAGEMENT     OTHER      FUND ANNUAL
FUND                                                                 FEES      EXPENSES       EXPENSES
- ---------------------------------------------------------------- ------------ ---------- -----------------
<S>                                                              <C>          <C>        <C>
Alger American Growth Portfolio (a) ............................      0.75%       0.04%         0.79%
Alger American MidCap Growth Portfolio (a) .....................      0.80%       0.04%         0.84%
Alger American Small Capitalization Portfolio (a) ..............      0.85%       0.04%         0.89%

Fidelity VIP Equity-Income Portfolio (a) (b) ...................      0.50%       0.08%         0.58%
Fidelity VIP Growth Portfolio (a) (b) ..........................      0.60%       0.09%         0.69%
Fidelity VIP High Income Portfolio (a) .........................      0.59%       0.12%         0.71%
Fidelity VIP Money Market Portfolio ............................      0.21%       0.10%         0.31%
Fidelity VIP Overseas Portfolio (a) (b) ........................      0.75%       0.17%         0.92%

Fidelity VIP II Asset Manager Portfolio (a) (b) ................      0.55%       0.10%         0.65%
Fidelity VIP II Contrafund Portfolio (a) (b) ...................      0.60%       0.11%         0.71%
Fidelity VIP II Index 500 Portfolio (a) (c) ....................      0.24%       0.04%         0.28%
Fidelity VIP II Investment Grade Bond Portfolio (a) ............      0.44%       0.14%         0.58%

Janus Aggressive Growth Portfolio (a) (d) ......................      0.73%       0.03%         0.76%
Janus Growth Portfolio (a) (d) .................................      0.65%       0.05%         0.70%
Janus International Growth Portfolio (a) (d) ...................      0.67%       0.29%         0.96%
Janus Worldwide Growth Portfolio (a) (d) .......................      0.66%       0.08%         0.74%

Neuberger&Berman AMT Limited Maturity Bond Portfolio (a)........      0.65%       0.12%         0.77%
Neuberger&Berman AMT Partners Portfolio (a) ....................      0.80%       0.06%         0.86%

Northstar Variable Trust Growth Portfolio (e) ..................      0.75%       0.05%         0.80%
Northstar Variable Trust HighYield Bond Portfolio (e) ..........      0.75%       0.05%         0.80%
Northstar Variable Trust Income and Growth Portfolio (e) .......      0.75%       0.05%         0.80%
Northstar Variable Trust International Value Portfolio (e) .....      0.75%       0.05%         0.80%
Northstar Variable Trust Multi-Sector Bond Portfolio (e) .......      0.75%       0.05%         0.80%

OCC Equity Portfolio (a) (f) ...................................      0.80%       0.19%         0.99%
OCC Global Equity Portfolio (a) (f) ............................      0.79%       0.40%         1.19%
OCC Managed Portfolio (a) (f) ..................................      0.80%       0.07%         0.87%
OCC Small Cap Portfolio (a) (f) ................................      0.80%       0.17%         0.97%

Putnam VT Asia Pacific Growth Fund .............................      0.80%       0.27%         1.07%
Putnam VT Diversified Income Fund ..............................      0.69%       0.11%         0.80%
Putnam VT Growth and Income Fund ...............................      0.47%       0.04%         0.51%
Putnam VT New Opportunities Fund ...............................      0.58%       0.05%         0.63%
Putnam VT Utilities Growth and Income Fund .....................      0.67%       0.07%         0.74%
Putnam VT Voyager Fund .........................................      0.54%       0.05%         0.59%
</TABLE>
    

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


<PAGE>

   
(b)  A portion of the brokerage commissions that certain funds pay was used to
     reduce funds expenses. In addition, certain funds have entered into
     arrangements with their custodian whereby credits realized, as a result of
     uninvested cash balances, were used to reduce custodian expenses. Including
     these reductions, the Total Investment Fund Annual Expenses presented in
     the table would have been: 0.57% for Fidelity VIP Equity-Income Portfolio;
     0.67% for Fidelity VIP Growth Portfolio: 0.90% for Fidelity VIP Overseas
     Portfolio: 0.64% for Fidelity VIP II Asset Manager Portfolio; and 0.68% for
     Fidelity VIP II Contrafund Portfolio.


(c)  FMR agreed to reimburse a portion of Fidelity VIP II Index 500 Portfolio's
     expenses during the period. Without this reimbursement, the fund's
     Management Fee, Other Expenses and Total Investment Fund Annual Expenses
     would have been .27%, .13%, and .40% respectively. Expense reimbursements
     are voluntary. There is no assurance of ongoing reimbursement.


(d)  The fees and expenses in the table above are based on gross expenses before
     expense offset arrangements for the fiscal year ended December 31, 1997.
     The information for each Portfolio is net of fee reductions from Janus
     Capital. Fee reductions for the Aggressive Growth, Growth, International
     Growth, and Worldwide Growth Portfolios reduce the management fee to the
     level of the corresponding Janus retail fund. Without such reductions, the
     Management Fee, Other Expenses and Total Investment Fund Annual Expenses
     would have been: 0.74%, 0.04%, and 0.78% for Janus Aggressive Growth
     Portfolio; 0.74%, 0.04%, and 0.78% for Janus Growth Portfolio; 0.79%,
     0.29%, and 1.08% for Janus International Growth Portfolio; and 0.72%,
     0.09%, and 0.81% for Janus Worldwide Growth Portfolio. Janus Capital may
     modify or terminate the reductions at any time upon at least 90 days'
     notice to the Trustees of Janus Aspen Series.


(e)  The investment adviser to the Northstar Variable Trust has agreed to
     reimburse the five Northstar Portfolios for any expenses in excess of 0.80%
     of each Portfolio's average daily net assets. In the absence of the
     investment adviser's expense reimbursements, the Total Investment Fund
     Annual Expenses that would have been paid by each Portfolio during its
     fiscal year ended December 31, 1997 would have been: 1.09% for the
     Northstar Variable Trust Growth Portfolio; 1.35% for the Northstar Variable
     Trust High Yield Bond Portfolio; 1.11% for the Northstar Variable Trust
     Income and Growth Portfolio; and 1.36% for the Northstar Variable Trust
     Multi-Sector Bond Portfolio; and 2.61% for the Northstar Variable Trust
     International Value Portfolio. Expense reimbursements are voluntary. There
     is no assurance of ongoing reimbursement.


(f)  Management Fees reflect effective management fees after taking into effect
     any waiver. Other Expenses are shown gross of expense offsets afforded the
     Portfolios which effectively lowered overall custody expenses. Total
     Investment Fund Annual Expenses for the Equity, Small Cap and Managed
     Portfolios are limited by OpCap Advisors so that their respective
     annualized operating expenses (net of any expense offsets) do not exceed
     1.00% of average daily net assets. Total Investment Fund Annual Expenses
     for the Global Equity Portfolio are limited to 1.25% of average daily net
     assets. Without such limitation and without giving effect to any expense
     offsets, the Management Fees, Other Expenses and Total Investment Fund
     Annual Expenses incurred for the fiscal year ended December 31, 1997 would
     have been: 0.80%, 0.19% and 0.99%, respectively, for the Equity Portfolio;
     0.80%, 0.40% and 1.20%, respectively, for the Global Equity Portfolio;
     0.80%, 0.07% and 0.87%, respectively, for the Managed Portfolio; and 0.80%,
     0.17% and 0.97%, respectively, for the Small Cap Portfolio.
    


REDUCTION OF CHARGES

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


<PAGE>

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

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

     INITIAL FACE AMOUNT. If the Policy is surrendered during the first two
Policy Years, a Sales Charge Refund will be made to the extent that the total
sales charge deducted (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 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 --


<PAGE>

Calculation of Contingent Deferred Sales Charge", which means that, in effect, a
proportionate amount of the existing Accumulation Value on the effective date of
the increase will be deemed to be a premium payment for the increase, and
subsequent premium payments will be prorated.

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

POLICY LAPSE AND REINSTATEMENT

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

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

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

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

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

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

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

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

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

<PAGE>

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.

     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.


<PAGE>

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

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


<PAGE>

no guarantees that Dollar Cost Averaging will result in a profit or protect
against loss. You may discontinue this service at any time by notifying us in
writing.

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

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

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

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

     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,
including transfers to implement Dollar Cost Averaging and Portfolio
Rebalancing, 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


<PAGE>

in Indiana loans may be made during the first Policy year)). You may not borrow
at any time more than the Loan Value of the Policy, which is equal to 75% of the
Cash Value less the existing Loan Amount, except that in Texas the percentage is
100% and in Alabama, Maryland and Virginia, the percentage is 90%. If the Policy
is in force as paid-up life insurance, the Loan Value is equal to the Cash Value
on the next Policy Anniversary less any existing Loan Amount and loan interest
to that date. Each Policy loan must be at least $500, except in Connecticut it
must be at least $200. After Age 65, we currently allow 100% of the Cash
Surrender Value to be borrowed.

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

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

     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.

     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


<PAGE>

Options"), Policy loans will also affect the Death Benefit under the Policy.
This effect could be favorable or unfavorable depending on whether the
investment performance of the assets allocated to the Sub-Account(s) is less
than or greater than the interest being credited on the assets transferred to
the Fixed Account while the loan is outstanding. Compared to a Policy under
which no loan is made, values under the Policy will be lower when such interest
credited is less than the investment performance of assets held in the
Sub-Account(s).

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

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

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

     INTEREST. The interest rate charged on Policy loans will be an annual rate
of 7.40%, payable in advance. After the tenth Policy Year, we will charge
interest at an annual rate of 5.21%, payable in advance, on that portion of your
Loan Amount that is not in excess of (a) the Accumulation Value, less (b) the
total of all premiums paid less all partial withdrawals. Any excess of this
amount will be charged interest at the annual rate of 7.40%.

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

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

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

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


FREE LOOK AND CONVERSION RIGHTS

FREE LOOK RIGHTS

     The Policy provides for "free look" periods, one after application for and
issuance of the Policy and the other after any requested increase in Face
Amount.

   
     CANCELLATION. During the free look period you have a right to return the
Policy for cancellation and receive a refund of premiums paid for the Policy or
the increase. You must return the Policy to us or your agent and ask us to
cancel the Policy or cancel your increase by the latest of:
    

     *    Midnight of the 20th day after receiving the Policy or 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 application for the
          Policy or the request for increase is signed.


<PAGE>

     Upon requesting cancellation of the increase, you will receive a refund, if
you so request, or otherwise a restoration to the Policy's Accumulation Value
(allocated among the Fixed Account and the Sub-Accounts of the Variable Account
as if it were a Net Premium payment), in an amount equal to all Monthly
Deductions attributable to the increase in Face Amount, including rider costs
arising from the increase.

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

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

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

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

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

     On the effective date of the conversion, the new policy will have, at your
option, either:

     (a)  A death benefit which is equal to the Death Benefit of the Policy on
          the effective date of the conversion, or in the case of a Face Amount
          increase, a death benefit equal to the increase in Face Amount; or

     (b)  A net amount at risk which equals the Death Benefit of the Policy on
          the effective date of the conversion, less the Accumulation Value on
          that date, or in the case of a Face Amount increase, a net amount at
          risk which equals the Face Amount increase on the effective date of
          conversion less the Accumulation Value on that date which is
          considered to be part of the Face Amount increase.

     The conversion will be subject to an equitable adjustment in payments and
Policy values to reflect variances, if any, in the payments and Policy values
under the Policy and the new policy. An additional premium payment may be
required. The new Policy's provisions and charges will be the same as those that
would have been in effect had the new Policy been issued on the Policy Date.

INVESTMENTS OF THE VARIABLE ACCOUNT
     There are currently 33 investment alternatives available under the
Variable Account. Alger Management is the investment manager for the three
Alger American Portfolios. Fidelity Management &


<PAGE>

   
Research Company is the investment adviser for the VIP Funds' five portfolios
and the VIP II Funds' four portfolios. Each of the four portfolios of Janus
Aspen Series has an investment advisory agreement with Janus Capital.
Neuberger&Berman Management, with the assistance of Neuberger&Berman, LLC as
sub-adviser, selects investments for AMT Limited Maturity Bond Investments and
AMT Partners Investments. Northstar Investment Management Corporation, an
affiliate of the Company, is the investment adviser of the five portfolios of
the Northstar Variable Trust. The Northstar Variable Trust Growth Portfolio is
sub-advised by Navellier Fund Management, Inc., and the Northstar Variable Trust
International Value Portfolio is sub-advised by Brandes Investment Partners,
L.P. OpCap Advisors is the investment manager for each of the four OCC
Accumulation Trust Portfolios and is a subsidiary of Oppenheimer Capital, a
registered investment adviser. Putnam Investment Management, Inc. is the
investment adviser for the six funds of Putnam Variable Trust.

     We reserve the right to establish additional Sub-Accounts of the Variable
Account, each of which could invest in a new Fund with a specified investment
objective. The Variable Account currently consists of 33 investment options. You
are permitted, however, to participate only in a maximum of seventeen investment
options over the lifetime of your Policy. You do not have to choose your
investment options in advance, but upon participation in the seventeenth Fund
since the issue of the Policy, you would only be able to transfer within the
seventeen Funds already utilized and which are still available. This limitation
includes transfers.

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

    

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

   
     The Fund shares may be available to fund benefits under both variable
annuity and variable life contracts and policies. This could, in the future,
result in an irreconcilable conflict between the interests of the holders of the
different types of variable contracts. The Funds have advised us that they will
monitor for such conflicts and will promptly provide us with information
regarding any such conflicts should they arise or become imminent and we will
promptly advise the Funds if we become aware of any such conflicts. If any such
material irreconcilable conflict arises we will arrange to eliminate and remedy
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 Fund Prospectuses.
    

     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".

   
     More detailed information concerning the Funds can be found in the current
prospectus for each Fund. These prospectuses accompany this Prospectus in a book
entitled "Select*Product Investment Options." The Fund prospectuses should be
read carefully before any allocation to, or transfers among, the Sub-Accounts.
    


<PAGE>


   
<TABLE>
<S>                                                     <C>
                      INVESTMENT FUNDS                                  INVESTMENT OBJECTIVE
- -----------------------------------------------------   ----------------------------------------------------
THE ALGER AMERICAN FUND:
 Alger American Growth Portfolio                        long-term capital appreciation
 Alger American MidCap Growth Portfolio                 long-term capital appreciation
 Alger American Small Capitalization Portfolio          long-term capital appreciation

FIDELITY VARIABLE INSURANCE PRODUCTS FUND (VIP):
 VIP Equity-Income Portfolio                            reasonable income; capital appreciation
 VIP Growth Portfolio                                   capital appreciation
 VIP High Income Portfolio                              high current income
 VIP Money Market Portfolio                             income while maintaining stable $1.00
                                                         share price
 VIP Overseas Portfolio                                 long-term capital growth

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
(VIP II):
 VIP II Asset Manager Portfolio                         high total return with reduced risk over
                                                         the long-term
 VIP II Contrafund Portfolio                            capital appreciation
 VIP II Index 500 Portfolio                             total return that corresponds to that of
                                                         the Standard & Poor's 500 Index
 VIP II Investment Grade Bond Portfolio                 high current income

JANUS ASPEN SERIES:
 Aggressive Growth Portfolio                            long-term capital growth
 Growth Portfolio                                       long-term capital growth 
 International Growth Portfolio                         long-term capital growth
 Worldwide Growth Portfolio                             long-term capital growth 

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST
("AMT"):
 Limited Maturity Bond Portfolio                        highest current income consistent with
                                                         low risk to principal and liquidity, and
                                                         secondarily, total return

 Partners Portfolio                                     capital growth

NORTHSTAR VARIABLE TRUST (NORTHSTAR):
 Northstar Variable Trust Growth Portfolio              long-term capital growth
 Northstar Variable Trust High Yield Bond Portfolio     high current yield and capital
                                                         appreciation
 Northstar Variable Trust Income and Growth             consistent level of income;
  Portfolio                                              capital appreciation
 Northstar Variable Trust International Value           long-term capital appreciation
  Portfolio
 Northstar Variable Trust Multi-Sector Bond             current income; capital preservation
  Portfolio

OCC ACCUMULATION TRUST:
 Equity Portfolio                                       long-term capital appreciation
 Global Equity Portfolio                                long-term capital appreciation
 Managed Portfolio                                      capital growth
 Small Cap Portfolio                                    capital appreciation

PUTNAM VARIABLE TRUST:
 Putnam VT Asia Pacific Growth Fund                     capital appreciation
 Putnam VT Diversified Income Fund                      capital growth; current income
 Putnam VT Growth and Income Fund                       capital growth; current income
 Putnam VT New Opportunities Fund                       capital appreciation
 Putnam VT Utilities Growth and Income Fund             capital growth; current income
 Putnam VT Voyager Fund                                 capital appreciation
</TABLE>

THERE IS NO ASSURANCE THAT THE STATED OBJECTIVES AND POLICIES OF ANY OF THE
INVESTMENT FUNDS WILL BE ACHIEVED
    


<PAGE>

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. We will not
substitute any shares attributable to your interest in a Sub-Account of the
Variable Account without notice and prior approval of the SEC, to the extent
required by the Investment Company Act of 1940 or other applicable law. Nothing
contained herein shall prevent the Variable Account from purchasing other
securities of other Funds or classes of policies, or from permitting a
conversion between Funds or classes of policies on the basis of requests made by
Policy owners.
    

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

   
     In the event of any such substitution, deletion or change, we may make such
changes in this and other policies as may be necessary or appropriate to reflect
such substitution, deletion or change. If all or a portion of your investments
are allocated to any of the current funds that are being substituted for or
deleted on the date such action is announced, you may surrender the portion of
the Accumulation Value funded by such Fund(s) without payment of the associated
Surrender Charge. You may transfer the portion of the Accumulation Value
affected without payment of a Transfer Charge.
    

     If deemed by us to be in the best interests of persons having voting rights
under the Policies, the Variable Account may be operated as a management company
under the Investment Company Act of 1940, it may be deregistered under that Act
in the event such registration is no longer required, or it may be combined with
our other separate accounts.

   
     The Company currently plans to discontinue offering certain of the Funds as
investment options. It is anticipated that this will occur in the first half of
1999, subject to and contingent upon receipt of various approvals. It is
expected that any policyholder monies that are invested in Sub-Accounts
investing in the discontinued Funds will be transferred to alternate Funds with
similar investment objectives. Policyholders who have investments in any of
discontinued Funds will be permitted for a period of 30 days to transfer their
investment into a non-discontinued Fund without payment of any transfer charge.

    

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.

<PAGE>

     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.
The amount by which this insurance exceeds its Cash Value cannot be greater than
the amount by which this policy's Death Benefit exceeds this policy's
Accumulation Value. Any Cash Surrender Value not used to purchase paid-up life
insurance will be paid to you in cash. Any cash paid out or policy loans
forgiven may be considered a taxable event.
    


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.


<PAGE>

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

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

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


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

     * At the Insured's death.

     * On total surrender of the Policy.

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

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


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

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

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

   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


<PAGE>

may declare on funds that we consider to be in the same classification based on
the Option, restrictions on withdrawal, and other factors.

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

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

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

MISSTATEMENT OF AGE AND SEX
     If the Insured's Age or sex or both are misstated (except where unisex
rates apply), the Death Benefit will be the amount that the most recent cost of
insurance would purchase using the current cost of insurance rate for the
correct Age and sex.

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

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

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


TERMINATION
     The Policy terminates when any of the following occurs:

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

     * The Insured dies.

     * The Policy is surrendered for its Cash Surrender Value.

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

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

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.


<PAGE>

     Additional statements are available upon request. We may make a charge not
to exceed $50.00 for each additional Annual Statement you request.

     PROJECTION REPORT. Upon request, we will provide you a report projecting
future results based on the Death Benefit Option you specify, the Planned
Periodic Premiums you specify, and the Accumulation Value of your Policy at the
end of the prior Policy Year. We may make a charge not to exceed $50.00 for each
Projection Report you request.

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

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

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

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

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

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

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

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

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

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

     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

INTRODUCTION
     The following summary provides a general description of the Federal income
tax considerations associated with the Policy and does not purport to be
complete or to cover all tax situations. This discussion is not intended as tax
advice. Counsel or other competent tax advisors should be consulted for more
complete information. This discussion is based upon the Company's understanding
of the present Federal income tax laws. No representation is made as to the
likelihood of continuation of the present Federal income tax laws or as to how
they may be interpreted by the Internal Revenue Service (the "IRS").

     Any qualified plan contemplating the purchase of a life policy should
consult a tax advisor.

TAX STATUS OF THE POLICY
     In order to qualify as a life insurance contract for Federal income tax
purposes and to receive the tax treatment normally accorded life insurance
contracts under Federal tax law, a Policy must satisfy


<PAGE>

certain requirements which are set forth in the Internal Revenue Code. Guidance
as to how these requirements are to be applied is limited. Nevertheless, the
Company believes that a Policy issued on the basis of a standard risk class
should satisfy the applicable requirements. There is less guidance with respect
to Policies issued on a substandard basis (i.e., a premium class involving
higher than standard mortality risk), and it is not clear whether such a Policy
would satisfy the applicable requirements, particularly if the owner pays the
full amount of premiums permitted under the Policy. If it is subsequently
determined that a Policy does not satisfy the applicable requirements, the
Company may take appropriate steps to bring the Policy into compliance with such
requirements and reserves the right to restrict Policy transactions in order to
do so.

     In certain circumstances, owners of variable life insurance contracts have
been considered for Federal income tax purposes to be the owners of the assets
of the variable account supporting their policies due to their ability to
exercise investment control over these assets. Where this is the case, the
policy owners have been currently taxed on income and gains attributable to the
variable account assets. There is little guidance in this area, and some
features of the Policies, such as the flexibility of an owner to allocate
premium payments and Policy Accumulation Values, have not been explicitly
addressed in published rulings. While the Company believes that the Policies do
not give owners investment control over Variable Account assets, the Company
reserves the right to modify the Policies as necessary to prevent an owner from
being treated as the owner of the Variable Account assets supporting the Policy.

     In addition, the Code requires that the investments of the Variable Account
be "adequately diversified" in order for the Policies to be treated as life
insurance contracts for Federal income tax purposes. It is intended that the
Variable Account, through the Funds, will satisfy these diversification
requirements.

     The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

     IN GENERAL. The Company believes that the Death Benefit under a Policy
should be excludible from the gross income of the Beneficiary. Federal, state
and local transfer, and other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each owner or beneficiary. A tax advisor
should be consulted on these consequences.

     Generally, the owner will not be deemed to be in constructive receipt of
the Policy Accumulation Value until there is a distribution. When distributions
from a Policy occur, including payments arising from any maturity benefits, or
when loans are taken out from or secured by (e.g., by assignment), a Policy, the
tax consequences depend on whether the Policy is classified as a "Modified
Endowment Contract."

     MODIFIED ENDOWMENT CONTRACTS. Under the Internal Revenue Code, certain life
insurance contracts are classified as "Modified Endowment Contracts," with less
favorable tax treatment than other life insurance contracts. Due to the
flexibility of the Policies as to premiums and benefits, the individual
circumstances of each Policy will determine whether it is classified as a
Modified Endowment Contract. The rules are too complex to be summarized here,
but generally depend on the amount of premiums paid during the first seven
Policy Years. Certain changes in a Policy after it is issued could also cause it
to be classified as a Modified Endowment Contract. A current or prospective
owner should consult with a competent advisor to determine whether a Policy
transaction will cause the Policy to be classified as a Modified Endowment
Contract. The Company will monitor the Policies, however, and will attempt to
notify an owner on a timely basis if it believes that such owner's Policy is in
jeopardy of becoming a Modified Endowment Contract.

     DISTRIBUTIONS FROM MODIFIED ENDOWMENT CONTRACTS. Policies classified as
Modified Endowment Contracts are subject to the following tax rules:

   
    (1) All distributions, including distributions upon surrender and
        withdrawals, will be treated as ordinary income subject to tax up to an
        amount equal to the excess (if any) of the unloaned Policy Accumulation
        Value (Cash Surrender Value for surrenders) immediately before the
        distribution plus prior distributions over the owner's total investment
        in the Policy at that time. "Total investment in the Policy" means the
        aggregate amount of any premiums or other considerations paid for a
        Policy, plus any previously taxed distributions, minus any credited
        dividends.
    


<PAGE>

   (2)  Loans taken from or secured by (e.g., by assignment), such a Policy are
        treated as distributions and taxed accordingly.

   (3)  A 10 percent additional income tax is imposed on the amount included in
        income except where distribution or loan is made when the owner has
        attained age 591|M/2 or is disabled, or where the distribution is part
        of a series of substantially equal periodic payments for the life (or
        life expectancy) of the owner or the joint lives (or joint life
        expectancies) of the owner and the owner's beneficiary or designated
        beneficiary.

     DISTRIBUTIONS FROM POLICIES THAT ARE NOT MODIFIED ENDOWMENT CONTRACTS.
Distributions from a Policy that is not a Modified Endowment Contract are
generally treated first as a recovery of an owner's investment in the Policy and
only after the recovery of all investment in the Policy as taxable income.
However, certain distributions which must be made in order to enable the Policy
to continue to qualify as a life insurance contract for Federal income tax
purposes if Policy benefits are reduced during the first 15 Policy Years may be
treated in whole or in part as ordinary income subject to tax.

     Loans from or secured by a Policy that is not a Modified Endowment Contract
are not treated as distributions.

     Finally, neither distributions from nor loans from or secured by a Policy
that is not a Modified Endowment Contract are subject to the 10 percent
additional tax.

     POLICY LOANS. In general, interest on a loan from a Policy will not be
deductible. Before taking out a Policy loan, an owner should consult a tax
advisor as to the tax consequences.

     MULTIPLE POLICIES. All Modified Endowment Contracts that are issued by the
Company (or its affiliates) to the same owner during any calendar year are
treated as one Modified Endowment Contract for purposes of determining the
amount includible in the owner's income when a taxable distribution occurs.


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.


POSSIBLE CHANGES IN TAXATION

   
     The President's 1999 Budget Proposal has recommended legislation in 1998
that, if enacted, would adversely modify the federal taxation of certain
insurance and annuity contracts. For example, one proposal would tax transfers
among investment options and tax exchanges involving variable contracts. A
second proposal would reduce the "investment in the contract" under cash value
life insurance and certain annuity contracts, thereby increasing the amount of
income for purposes of computing gain. Although the likelihood of legislative
changes is uncertain, there is always the possibility that the tax treatment of
the Policy could change by legislation or other means. Moreover, it is also
possible that any change could be retroactive (that is, effective prior to the
date of the change). You should consult a tax adviser with respect to
legislative developments and their effect on the Policy.
    


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.


<PAGE>

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.


PREPARING FOR YEAR 2000

     Like all financial services providers, the Company utilizes systems that
may be affected by Year 2000 transition issues and it relies on service
providers, including the Funds, that also may be affected. The Company has
developed, and is in the process of implementing, a Year 2000 transition plan,
and is confirming that its service providers are also so engaged. The resources
that are being devoted to this effort are substantial. It is difficult to
predict with precision whether the amount of resources ultimately devoted, or
the outcome of these efforts, will have any negative impact on the Company.
However, as of the date of this prospectus, it is not anticipated that Policy
owners will experience negative effects on their investment, or on the services
provided in connection therewith, as a result of Year 2000 transition
implementation. The Company currently anticipates that its systems will be Year
2000 compliant on or about January 1, 1999, but there can be no assurance that
the Company will be successful, or that interaction with other service providers
will not impair the Company's services at that time.


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.


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


<PAGE>


   
<TABLE>
<CAPTION>
                        TERM                             PRINCIPAL OCCUPATION
DIRECTORS             EXPIRES                           AND BUSINESS EXPERIENCE
- -------------------  --------- ------------------------------------------------------------------------
<S>                  <C>       <C>
R. Michael Conley      1999    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 Life Insurance Company of
                               New York since 1996; Director of various 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, Northern Life Insurance Company,
                               ReliaStar Life Insurance Company of New York and ReliaStar United
                               Services Life Insurance Company since 1996; Senior 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
                               Senior Vice President of various subsidiaries of ReliaStar Financial
                               Corp.

Michael J. Dubes       1999    President and Chief Executive Officer of Northern Life Insurance
                               Company since 1994; Senior Vice President, Individual Insurance of
                               ReliaStar Life Insurance Company from 1987 to 1994; Chairman of
                               Washington Square Securities, Inc. from 1987 to 1994; Director and
                               Officer of various subsidiaries of ReliaStar Financial Corp.

John H. Flittie        1999    Vice Chairman, President and Chief Operating Officer of ReliaStar
                               Life Insurance Company since 1996; President, Chief Operating Officer,
                               and Director of ReliaStar Financial Corp. and ReliaStar Life Insurance
                               Company since 1993; Vice Chairman, Chief Executive Officer and
                               President of ReliaStar Life Insurance Company of New York since
                               1996; Chairman and Director of Washington Square Securities, Inc.
                               since 1996; Chairman and Director of PrimeVest Financial Services
                               since 1996; Vice Chairman and President of ReliaStar United Services
                               Life Insurance Company and ReliaStar Life Insurance Company of
                               New York 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; Senior Vice President and Chief Financial Officer of ReliaStar
                               Financial Corp. since 1985; Director of Community First BankShares,
                               Inc. and Director and Officer of various subsidiaries of ReliaStar
                               Financial Corp.

Wayne R. Huneke        1999    Senior Vice President of ReliaStar Financial Corp. and ReliaStar Life
                               Insurance Company since 1994; Chief Financial Officer and Treasurer
                               of ReliaStar Financial Corp. and ReliaStar Life Insurance Company
                               from 1994 to 1998; Vice President, Treasurer and Chief Accounting
                               Officer from 1990 to 1994; Director and Officer of various subsidiaries
                               of ReliaStar Financial Corp.
</TABLE>
    

<PAGE>


   
<TABLE>
<CAPTION>
                         TERM                               PRINCIPAL OCCUPATION
DIRECTORS              EXPIRES                             AND BUSINESS EXPERIENCE
- ---------------------  --------- ---------------------------------------------------------------------------
<S>                    <C>       <C>
Ronald D. Jarvis         1999    Senior Vice President of ReliaStar Financial Corp. since 1997; Director
                                 of ReliaStar Life Insurance Company of New York since 1997; Chairman,
                                 President and Chief Executive Officer of Security-Connecticut
                                 Corporation from 1993 to 1997; Chief Executive Officer of Security-
                                 Connecticut Life Insurance Company since 1984; President of Security-
                                 Connecticut Life Insurance Company since 1976; Director, President
                                 and Chief Executive Officer of Lincoln Security Life Insurance Company
                                 from 1984 to 1997; Director and Officer of various subsidiaries of
                                 ReliaStar Financial Corp.

Mark S. Jordahl          1999    Senior Vice President and Chief Investment Officer of ReliaStar Life
                                 Insurance Company and ReliaStar Financial Corp. since 1998; Vice
                                 President of ReliaStar Life Insurance Company and ReliaStar Financial
                                 Corp. from 1987 to 1998; Director and Officer of various subsidiaries of
                                 ReliaStar Financial Corp.

Kenneth U. Kuk           1999    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 of 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 and
                                 Officer of various 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.

James R. Miller          1999    Senior Vice President, Chief Financial Officer and Treasurer of ReliaStar
                                 Financial Corp. since 1997; Vice President, Corporate Development of
                                 ReliaStar Financial Corp. from 1985 to 1992; Executive Vice President
                                 and Chief Operating Officer of Northern Life Insurance Company
                                 from 1992 to 1997.

Robert C. Salipante      1999    Senior Vice President, Personal Financial Services, of ReliaStar Financial
                                 Corp. and ReliaStar Life Insurance Company since 1996; Executive
                                 Vice President of ReliaStar Life Insurance Company of New York since
                                 1996; Senior Vice President, of Individual Division and Technology of
                                 ReliaStar Life Insurance Company in 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.

John G. Turner           1999    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 Life Insurance
                                 Company of New York since 1995; Chairman of Northern Life Insurance
                                 Company since 1992; Chairman, President and Chief Executive Officer
                                 of ReliaStar Financial Corp. and ReliaStar Life Insurance Company in
                                 1993; President and Chief Executive Officer of ReliaStar Financial
                                 Corp. and ReliaStar Life Insurance Company from 1991 to 1993;
                                 President and Chief Operating Officer of ReliaStar Financial Corp.
                                 from 1989 to 1991; President and Chief Operating Officer of ReliaStar
                                 Life Insurance Company from 1986 to 1991; Director and Officer of
                                 various subsidiaries of ReliaStar Financial Corp.
</TABLE>
    

<PAGE>

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

EXECUTIVE OFFICERS


John G. Turner        Chairman and Chief Executive Officer
John H. Flittie       Vice Chairman, President and Chief Operating Officer
R. Michael Conley     Senior Vice President
Richard R. Crowl      Senior Vice President and General Counsel
Wayne R. Huneke       Senior Vice President
Mark S. Jordahl       Senior Vice President and Chief Investment Officer
Kenneth U. Kuk        Senior Vice President
William R. Merriam    Senior Vice President
James R. Miller       Senior Vice President, Chief Financial Officer and
                        Treasurer
Robert C. Salipante   Senior Vice President


     All of the foregoing executive officers have been officers or employees of
ours for the past five years, except for James R. Miller, who has been an
employee of ours since 1997. However, Mr. Miller has been employed by an
affiliate of ours since 1991.
    


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

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

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


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

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


LEGAL PROCEEDINGS
     The Company and its affiliates, like other life insurance companies, are
involved in lawsuits, including class action lawsuits. In some class action and
other lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. Although the outcome of any
litigation cannot be predicted with certainty, the Company believes that at the
present time there are not pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on the Variable Account or the Company.


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.

<PAGE>

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, 1997 and for each of the three years then ended and the annual
consolidated financial statements of ReliaStar Life Insurance Company and
subsidiaries 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, 1997 and for each
of the three years in the period then ended. The financial statements are
audited. The periods covered are not necessarily indicative of the longer term
performance of the assets held in the Variable Account.

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

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

<PAGE>


                         INDEPENDENT AUDITORS' REPORT


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


     We have audited the accompanying combined statement of assets and
liabilities of ReliaStar Select*Life Variable Account as of December 31, 1997
and the related combined statements of operations and changes in policy owners'
equity for each of the years ended December 31, 1997, 1996 and 1995. 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, 1997, 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, 1997 and the results of its combined operations and changes
in its policy owners' equity for the years ended December 31, 1997, 1996 and
1995, in conformity with generally accepted accounting principles.



DELOITTE & TOUCHE LLP


Minneapolis, Minnesota
February 20, 1998


<PAGE>

                     RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                  COMBINED STATEMENT OF ASSETS AND LIABILITIES
                                December 31, 1997
                          (In Thousands, Except Shares)


<TABLE>
<CAPTION>
ASSETS:                                                                SHARES          COST       MARKET VALUE
- -----------------------------------------------------------------   ------------   -----------   -------------
<S>                                                                 <C>            <C>           <C>
Investments in mutual funds at market value:
The Alger American Fund:
 Alger American Growth Portfolio ................................        7,972      $    340        $    341
 Alger American MidCap Growth Portfolio .........................       15,349           387             371
 Alger American Small Capitalization ............................       14,656           664             641
Fidelity's Variable Insurance Products Fund (VIP) and 
 Variable Insurance Products Fund II (VIP II):
  VIP Equity-Income Portfolio ...................................    3,415,866        58,785          82,937
  VIP Growth Portfolio ..........................................    2,811,788        71,276         104,317
  VIP High Income Portfolio .....................................    1,427,461        16,630          19,385
  VIP Money Market Portfolio ....................................   11,497,246        11,497          11,497
  VIP Overseas Portfolio ........................................    1,465,393        24,808          28,136
  VIP II Asset Manager Portfolio ................................    2,031,835        30,324          36,593
  VIP II Contrafund Portfolio . .................................    1,224,811        20,126          24,423
  VIP II Index 500 Portfolio ....................................      194,635        18,181          22,264
  VIP II Investment Grade Bond Portfolio ........................      308,377         3,617           3,873
Janus Aspen Series:
 Aggressive Growth Portfolio ....................................       12,665           254             260
 Growth Portfolio ...............................................       15,402           283             285
 International Growth Portfolio .................................       45,587           854             843
 Worldwide Growth Portfolio .....................................      103,147         2,429           2,413
Neuberger&Berman Advisers Management Trust:
 Limited Maturity Bond Portfolio ................................       78,101         1,096           1,103
 Partners Portfolio .............................................       85,494         1,741           1,761
Northstar Variable Trust:
 Northstar Variable Trust Growth Portfolio ......................       42,105           680             667
 Northstar Variable Trust High Yield Bond Portfolio .............       10,708            58              57
 Northstar Variable Trust Income & Growth Portfolio .............      110,903         1,360           1,442
 Northstar Variable Trust International Value Portfolio .........       38,817           392             392
 Northstar Variable Trust Multi-Sector Bond Portfolio ...........      112,673           588             579
OCC Accumulation Trust:
 Equity Portfolio ...............................................        5,683           200             208
 Global Equity Portfolio ........................................       21,120           332             303
 Managed Portfolio ..............................................       27,124         1,143           1,150
 Small Cap Portfolio ............................................       24,963           662             658
Putnam Variable Trust:
 Putnam VT Asia Pacific Growth Fund .............................      245,347         2,605           2,257
 Putnam VT Diversified Income Fund ..............................      176,668         1,905           1,998
 Putnam VT Growth and Income Fund ...............................      854,462        20,151          24,198
 Putnam VT New Opportunities Fund ...............................    1,032,518        18,525          21,920
 Putnam VT Utilities Growth and Income Fund .....................      161,576         2,194           2,769
 Putnam VT Voyager Fund .........................................    1,363,056        42,390          53,268
                                                                                    --------        --------
 Total Investments ..............................................                   $356,477
   Total Assets .................................................                                   $453,309
                                                                                                    ========
LIABILITIES AND POLICY OWNERS' EQUITY:
- ------------------------------------------------------------------
Due to ReliaStar Life Insurance Company
 for contract charges ...........................................                                   $     97
Policy Owners' Equity ...........................................                                    453,212
                                                                                                    --------
 Total Liabilities and Policy Owners' Equity ....................                                   $453,309
                                                                                                    ========
</TABLE>

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


<PAGE>


                        RELIASTAR SELECT*VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                         CHANGES IN POLICYOWNERS' EQUITY
                               For the years ended
                        December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                    TOTAL ALL FUNDS
                                                                                       COMBINED
                                                              -----------------------------------------------------------
                                                                     1997                 1996                 1995
                                                              ------------------   ------------------   -----------------
<S>                                                           <C>                  <C>                  <C>
Net investment income (loss):
 Reinvested dividend income ...............................    $         5,580      $         2,990      $         2,259
 Reinvested capital gains .................................             14,480                8,110                1,456
 Administrative expenses ..................................             (2,742)              (1,935)              (1,186)
                                                               ---------------      ---------------      ---------------
   Net investment income (loss) and capital gains .........             17,318                9,165                2,529
                                                               ---------------      ---------------      ---------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions
  of fund shares ..........................................              6,393                3,085                1,345
 Increase (decrease) in unrealized appreciation
  of investments ..........................................             46,873               15,731               27,857
                                                               ---------------      ---------------      ---------------
   Net realized and unrealized gains (losses) .............             53,266               18,816               29,202
                                                               ---------------      ---------------      ---------------
   Additions (reductions) from operations .................             70,584               27,981               31,731
                                                               ---------------      ---------------      ---------------
Policy Owners' transactions:
 Net premium payments .....................................            141,159              108,108               66,506
 Transfers from (to) fixed account ........................                 74                   95                 (401)
 Policy loans .............................................             (4,385)              (2,266)              (1,582)
 Loan collateral interest crediting .......................                292                  174                  101
 Surrenders ...............................................             (8,917)              (5,080)              (3,576)
 Death benefits ...........................................               (588)                (203)                (220)
 Cost of insurance charges ................................            (26,634)             (19,202)             (12,860)
 Death benefit guarantee charges ..........................               (439)                (459)                (488)
 Monthly expense charges ..................................             (4,207)              (2,932)              (1,831)
                                                               ---------------      ---------------      ---------------
   Additions (reductions) for Contract Owners'
    transactions ..........................................             96,355               78,235               45,649
                                                               ---------------      ---------------      ---------------
   Net additions (reductions) for the year ................            166,939              106,216               77,380
Policy Owners' Equity, beginning of the year ..............            286,273              180,057              102,677
                                                               ---------------      ---------------      ---------------
Policy Owners' Equity, end of the year ....................    $       453,212      $       286,273      $       180,057
                                                               ===============      ===============      ===============
Units Outstanding, beginning of the year ..................     15,861,312.070       10,541,629.343        6,899,131.998
Units Outstanding, end of the year ........................     21,952,826.717       15,861,312.070       10,541,629.343
Net Asset Value per Unit:
 Select*Life I ............................................
 Select*Life Series 2000 ..................................
</TABLE>

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


<PAGE>


                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED


<TABLE>
<CAPTION>
           ALGER AMERICAN                        ALGER AMERICAN                         ALGER AMERICAN
          GROWTH PORTFOLIO                  MIDCAP GROWTH PORTFOLIO             SMALL CAPITALIZATION PORTFOLIO
- ------------------------------------   ------------------------------------   -------------------------------------
        1997           1996    1995            1997           1996    1995            1997           1996     1995
- --------------------  ------  ------   --------------------  ------  ------   --------------------  ------  -------
<S>                   <C>     <C>      <C>                   <C>     <C>      <C>                   <C>     <C>
   $          --       $ --    $ --       $          --       $ --    $ --       $          --       $ --    $ --
              --         --      --                  --         --      --                  --         --      --
              --         --      --                  (1)        --      --                  (1)        --      --
   -------------       ----    ----       -------------       ----    ----       -------------       ----    ----
              --         --      --                  (1)        --      --                  (1)        --      --
   -------------       ----    ----       -------------       ----    ----       -------------       ----    ----
              --         --      --                  --         --      --                  (5)        --      --
               1         --      --                 (16)        --      --                 (23)        --      --
   -------------       ----    ----       -------------       ----    ----       -------------       ----    ----
               1         --      --                 (16)        --      --                 (28)        --      --
   -------------       ----    ----       -------------       ----    ----       -------------       ----    ----
               1         --      --                 (17)        --      --                 (29)        --      --
   -------------       ----    ----       -------------       ----    ----       -------------       ----    ----
             175         --      --                 132         --      --                 235         --      --
             175         --      --                 263         --      --                 452         --      --
              (1)        --      --                  (2)        --      --                  --         --      --
              --         --      --                  --         --      --                  --         --      --
              --         --      --                  --         --      --                  (2)        --      --
              --         --      --                  --         --      --                  --         --      --
              (6)        --      --                  (5)        --      --                 (14)        --      --
              --         --      --                  --         --      --                  --         --      --
              (1)        --      --                  (1)        --      --                  (2)        --      --
   -------------       ----    ----       -------------       ----    ----       -------------       ----    ----
             342         --      --                 387         --      --                 669         --      --
   -------------       ----    ----       -------------       ----    ----       -------------       ----    ----
             343         --      --                 370         --      --                 640         --      --
              --         --      --                  --         --      --                  --         --      --
   -------------       ----    ----       -------------       ----    ----       -------------       ----    ----
   $         343       $ --      --       $         370       $ --    $ --       $         640       $ --    $ --
   =============       ====    ====       =============       ====    ====       =============       ====    ====
              --         --      --                  --         --      --                  --         --      --
      34,697.106         --      --          37,772.926         --      --          63,628.672         --      --
   $    9.823427       $ --    $ --       $    9.793978       $ --    $ --       $   10.039295       $ --    $ --
   $    9.854808       $ --    $ --       $    9.825275       $ --    $ --       $   10.071361       $ --    $ --
</TABLE>

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


<PAGE>

                     RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                              FIDELITY'S VIP
                                                                               EQUITY-INCOME
                                                                                 PORTFOLIO
                                                                           ---------------------
                                                                                    1997
                                                                           ---------------------
<S>                                                                        <C>
Net investment income:
 Reinvested dividend income ..............................................   $           1,013
 Reinvested capital gains . ..............................................               5,096
 Administrative expenses .................................................                (551)
                                                                             -----------------
   Net investment income (loss) and capital gains ........................               5,558
                                                                             -----------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares . .............               1,778
 Increase (decrease) in unrealized appreciation of investments . .........               9,445
                                                                             -----------------
   Net realized and unrealized gains (losses). . .........................              11,223
                                                                             -----------------
   Additions (reductions) from operations ................................              16,781
                                                                             -----------------
Policy Owners' transactions:
 Net premium payments. . .................................................              17,102
 Transfers (to) from fixed account .......................................              (1,313)
 Policy loans ............................................................              (1,209)
 Loan collateral interest crediting ......................................                  76
 Surrenders ..............................................................              (1,627)
 Death benefits ..........................................................                (160)
 Cost of insurance charges ...............................................              (4,240)
 Death benefit guarantee charges .........................................                (111)
 Monthly expense charges .................................................                (596)
                                                                             -----------------
   Additions for policy owners' transactions . ...........................               7,922
                                                                             -----------------
   Net additions for the year . ..........................................              24,703
Policy Owners' Equity, beginning of the year .............................              58,207
                                                                             -----------------
Policy Owners' Equity, end of the year ...................................   $          82,910
                                                                             =================
Units Outstanding, beginning of the year .................................       2,622,030.390
Units Outstanding, end of the year .......................................       3,053,047.193
Net Asset Value per Unit:
 Select*Life I ...........................................................   $       35.058961
 Select*Life Series 2000 .................................................   $       21.080180
</TABLE>

[WIDE TABLE CONTINUED]

<TABLE>
<CAPTION>
                                                                                       FIDELITY'S VIP
                                                                                   EQUITY-INCOME PORTFOLIO
                                                                           ---------------------------------------
                                                                                    1996                1995
                                                                           --------------------- -----------------
<S>                                                                          <C>                  <C>            
Net investment income:
 Reinvested dividend income ..............................................   $              67    $           798
 Reinvested capital gains . ..............................................               1,929              1,292
 Administrative expenses .................................................                (458)              (276)
                                                                             -----------------    ---------------
   Net investment income (loss) and capital gains ........................               1,538              1,814
                                                                             -----------------    ---------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares . .............                 812                290
 Increase (decrease) in unrealized appreciation of investments . .........               3,943              7,526
                                                                             -----------------    ---------------
   Net realized and unrealized gains (losses). . .........................               4,755              7,816
                                                                             -----------------    ---------------
   Additions (reductions) from operations ................................               6,293              9,630
                                                                             -----------------    ---------------
Policy Owners' transactions:
 Net premium payments. . .................................................              15,950             11,299
 Transfers (to) from fixed account .......................................                (782)             1,140
 Policy loans ............................................................                (576)              (592)
 Loan collateral interest crediting ......................................                  49                 26
 Surrenders ..............................................................                (977)              (893)
 Death benefits ..........................................................                 (72)               (60)
 Cost of insurance charges ...............................................              (3,423)            (2,545)
 Death benefit guarantee charges .........................................                (115)              (120)
 Monthly expense charges .................................................                (475)              (336)
                                                                             -----------------    ---------------
   Additions for policy owners' transactions . ...........................               9,579              7,919
                                                                             -----------------    ---------------
   Net additions for the year . ..........................................              15,872             17,549
Policy Owners' Equity, beginning of the year .............................              42,335             24,786
                                                                             -----------------    ---------------
Policy Owners' Equity, end of the year ...................................   $          58,207    $        42,335
                                                                             =================    ===============
Units Outstanding, beginning of the year .................................       2,023,713.030      1,463,010.155
Units Outstanding, end of the year .......................................       2,622,030.390      2,023,713.030
Net Asset Value per Unit:
 Select*Life I ...........................................................   $       27.587247    $            --
 Select*Life Series 2000 .................................................   $              --    $            --
</TABLE>
    The accompanying notes are an integral part of the financial statements.


<PAGE>

                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED


<TABLE>
<CAPTION>
                          FIDELITY'S VIP                                                 FIDELITY'S VIP
                         GROWTH PORTFOLIO                                             HIGH INCOME PORTFOLIO
  -------------------------------------------------------------     -------------------------------------------------------
          1997                  1996                  1995               1997                1996                1995
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
 <S>                   <C>                   <C>                   <C>                 <C>                 <C>
  $             526     $             156     $             172     $         1,063     $           832     $           514
              2,357                 3,939                    --                 131                 163                  --
               (722)                 (557)                 (367)               (132)               (103)                (74)
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
              2,161                 3,538                  (195)              1,062                 892                 440
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
              2,098                   980                   429                 301                 162                 202
             14,061                 3,837                11,788               1,318                 473                 906
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
             16,159                 4,817                12,217               1,619                 635               1,108
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
             18,320                 8,355                12,022               2,681               1,527               1,548
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
             21,483                21,247                15,747               5,072               4,359               3,599
             (1,822)                  329                 3,598              (1,001)               (267)                 63
             (1,280)                 (758)                 (541)               (282)                (67)               (105)
                 92                    57                    34                  15                   9                   6
             (2,498)               (1,807)               (1,219)               (397)               (286)               (217)
               (160)                  (53)                  (34)                (39)                (10)                (30)
             (5,741)               (4,894)               (3,745)             (1,198)               (995)               (819)
               (163)                 (173)                 (179)                (29)                (32)                (36)
               (876)                 (739)                 (536)               (140)               (121)                (99)
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
              9,035                13,209                13,125               2,001               2,590               2,362
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
             27,355                21,564                25,147               4,682               4,117               3,910
             76,918                55,354                30,207              14,695              10,578               6,668
  -----------------     -----------------     -----------------     ---------------     ---------------     ---------------
  $         104,273     $          76,918     $          55,354     $        19,377     $        14,695     $        10,578
  =================     =================     =================     ===============     ===============     ===============
      3,452,718.980         2,622,289.757         1,761,649.810         773,942.356         577,083.123         397,251.963
      3,971,201.581         3,452,718.980         2,622,289.757         916,625.159         773,942.356         577,083.123
  $       36.130923     $       29.496120     $       25.923659     $     29.952917     $     25.660930     $     22.685998
  $       19.160956     $              --     $              --     $     15.800365     $            --     $            --
</TABLE>

[WIDE TABLE CONTINUED]

<TABLE>
<CAPTION>
                         FIDELITY'S VIP
                     MONEY MARKET PORTFOLIO
   ----------------------------------------------------------
          1997                  1996                 1995
   --------------        --------------       ---------------
 <S>                   <C>                   <C>
   $          556        $          417       $           254
               --                    --                    --
              (67)                  (68)                  (41)
   --------------        --------------       ---------------
              489                   349                   213
   --------------        --------------       ---------------
               --                    --                    --
               --                    --                    --
   --------------        --------------       ---------------
               --                    --                    --
   --------------        --------------       ---------------
              489                   349                   213
   --------------        --------------       ---------------
           10,226                 7,798                 4,498
           (5,733)               (4,502)               (1,606)
             (147)                  (97)                  (28)
               13                     7                     5
             (802)                 (164)                  (99)
              (43)                   (1)                   --
             (755)                 (698)                 (423)
               (8)                   (8)                  (10)
              (73)                  (62)                  (37)
   --------------        --------------       ---------------
            2,678                 2,273                 2,300
   --------------        --------------       ---------------
            3,167                 2,622                 2,513
            8,326                 5,704                 3,191
   --------------        --------------       ---------------
   $       11,493        $        8,326       $         5,704
   ==============        ==============       ===============
      654,425.374           454,516.667           240,089.964
      875,038.346           654,425.374           454,516.667
   $    16.628903        $    15.890521       $     15.196421
   $    12.269546        $          --        $            --
</TABLE>

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


<PAGE>


                     RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED

              For the years ended December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                            FIDELITY'S VIP
                                                                          OVERSEAS PORTFOLIO
                                                                         ---------------------
                                                                                  1997
                                                                         ---------------------
<S>                                                                      <C>
Net investment income:
 Reinvested dividend income ............................................   $             411
 Reinvested capital gains . ............................................               1,630
 Administrative expenses ...............................................                (220)
                                                                           -----------------
   Net investment income (loss) and capital gains ......................               1,821
                                                                           -----------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .............                 724
 Increase (decrease) in unrealized appreciation of investments .........                   5
                                                                           -----------------
   Net realized and unrealized gains (losses) ..........................                 729
                                                                           -----------------
   Additions (reductions) from operations ..............................               2,550
                                                                           -----------------
Policy Owners' transactions:
 Net premium payments ..................................................               7,156
 Transfers (to) from fixed account .....................................              (1,515)
 Policy loans ..........................................................                (379)
 Loan collateral interest crediting ....................................                  28
 Surrenders ............................................................                (690)
 Death benefits ........................................................                 (18)
 Cost of insurance charges .............................................              (1,667)
 Death benefit guarantee charges .......................................                 (43)
 Monthly expense charges ...............................................                (253)
                                                                           -----------------
   Additions for policy owners' transactions ...........................               2,619
                                                                           -----------------
   Net additions for the year . ........................................               5,169
Policy Owners' Equity, beginning of the year ...........................              22,948
                                                                           -----------------
Policy Owners' Equity, end of the year .................................   $          28,117
                                                                           =================
Units Outstanding, beginning of the year ...............................       1,536,316.506
Units Outstanding, end of the year .....................................       1,733,459.426
Net Asset Value per Unit:
 Select*Life I .........................................................   $       20.066499
 Select*Life Series 2000 ...............................................   $       13.964753
</TABLE>

[WIDE TABLE CONTINUED]

<TABLE>
<CAPTION>
                                                                                       FIDELITY'S VIP
                                                                                     OVERSEAS PORTFOLIO
                                                                         -------------------------------------------
                                                                                  1996                  1995
                                                                         --------------------- ---------------------
<S>                                                                      <C>                   <C>
Net investment income:
 Reinvested dividend income ............................................   $             202     $              48
 Reinvested capital gains . ............................................                 223                    49
 Administrative expenses ...............................................                (119)                 (123)
                                                                           -----------------     -----------------
   Net investment income (loss) and capital gains ......................                 306                   (26)
                                                                           -----------------     -----------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .............                 354                   267
 Increase (decrease) in unrealized appreciation of investments .........               1,706                 1,073
                                                                           -----------------     -----------------
   Net realized and unrealized gains (losses) ..........................               2,060                 1,340
                                                                           -----------------     -----------------
   Additions (reductions) from operations ..............................               2,366                 1,314
                                                                           -----------------     -----------------
Policy Owners' transactions:
 Net premium payments ..................................................               6,819                 7,140
 Transfers (to) from fixed account .....................................                (582)               (1,410)
 Policy loans ..........................................................                (235)                 (132)
 Loan collateral interest crediting ....................................                  16                    10
 Surrenders ............................................................                (493)                 (357)
 Death benefits ........................................................                 (17)                  (27)
 Cost of insurance charges .............................................              (1,500)               (1,417)
 Death benefit guarantee charges .......................................                 (47)                  (55)
 Monthly expense charges ...............................................                (227)                 (205)
                                                                           -----------------     -----------------
   Additions for policy owners' transactions ...........................               3,734                 3,547
                                                                           -----------------     -----------------
   Net additions for the year . ........................................               6,100                 4,861
Policy Owners' Equity, beginning of the year ...........................              16,848                11,987
                                                                           -----------------     -----------------
Policy Owners' Equity, end of the year .................................   $          22,948     $          16,848
                                                                           =================     =================
Units Outstanding, beginning of the year ...............................       1,229,928.330           900,424.038
Units Outstanding, end of the year .....................................       1,536,316.506         1,229,928.330
Net Asset Value per Unit:
 Select*Life I .........................................................   $       18.132967     $       16.146219
 Select*Life Series 2000 ...............................................   $              --     $              --
</TABLE>
    The accompanying notes are an integral part of the financial statements.


<PAGE>


                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED


<TABLE>
<CAPTION>
                         FIDELITY'S VIP II                                            FIDELITY'S VIP II
                      ASSET MANAGER PORTFOLIO                                       CONTRAFUND PORTFOLIO
  -------------------------------------------------------------     --------------------------------------------------
          1997                1996                  1995                  1997               1996             1995
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
 <S>                   <C>                   <C>                   <C>                   <C>             <C>
  $           1,010     $             840     $             289     $              94    $          --    $          8
              2,533                   692                    --                   247               22              16
               (270)                 (210)                 (159)                 (104)             (48)             (5)
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
              3,273                 1,322                   130                   237              (26)             19
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
                346                   169                   168                    61               25              13
              2,222                 1,834                 2,652                 3,113            1,155              29
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
              2,568                 2,003                 2,820                 3,174            1,180              42
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
              5,841                 3,325                 2,950                 3,411            1,154              61
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
              6,096                 6,607                 7,749                12,617            7,406           1,567
               (651)               (1,215)                1,972                   767              730             466
               (371)                 (209)                 (126)                  (66)             (21)               (2)
                 38                    26                    13                     1               --              --
               (694)                 (545)                 (535)                 (307)             (60)               (1)
                (68)                  (25)                  (37)                  (10)              --              --
             (2,034)               (1,948)               (1,841)               (1,815)            (837)           (114)
                (56)                  (61)                  (65)                   --               --              --
               (264)                 (262)                 (242)                 (344)            (155)            (21)
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
              1,996                 2,368                 6,888                10,843            7,063           1,895
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
              7,837                 5,693                 9,838                14,254            8,217           1,956
             28,743                23,050                13,212                10,173            1,956              --
  -----------------     -----------------     -----------------     -----------------    -------------    ------------
  $          36,580     $          28,743     $          23,050     $          24,427    $      10,173    $      1,956
  =================     =================     =================     =================    =============    ============
      1,892,481.312         1,704,151.254         1,132,373.018           686,514.792      160,147.180              --
      2,034,040.832         1,892,481.312         1,704,151.254         1,334,244.465      686,514.792     160,147.180
  $       21.274161     $       17.774921     $       15.635834     $       10.304064    $          --    $         --
  $       15.079031     $              --     $              --     $       18.395120    $          --    $         --
</TABLE>


<TABLE>
<CAPTION>
                         FIDELITY'S VIP II
                        INDEX 500 PORTFOLIO
   ----------------------------------------------------------
       1997                   1996                  1995
   --------------        --------------        --------------
 <S>                   <C>                   <C>
   $           95        $           33        $           13
              193                    84                     2
              (91)                  (40)                  (13)
   --------------        --------------        --------------
              197                    77                     2
   --------------        --------------        --------------
              427                    80                    40
            2,896                   793                   390
   --------------        --------------        --------------
            3,323                   873                   430
   --------------        --------------        --------------
            3,520                   950                   432
   --------------        --------------        --------------
            9,635                 3,577                 1,343
            3,272                 1,125                   295
             (104)                   (9)                   (3)
                4                     1                    --
             (188)                  (76)                  (24)
               (3)                   (4)                  (12)
           (1,225)                 (447)                 (178)
               (7)                   (5)                   (3)
             (226)                  (86)                  (30)
   --------------        --------------        --------------
           11,158                 4,076                 1,388
   --------------        --------------        --------------
           14,678                 5,026                 1,820
            7,583                 2,557                   737
   --------------        --------------        --------------
   $       22,261        $        7,583        $        2,557
   ==============        ==============        ==============
      441,948.368           181,509.017            70,686.713
      981,434.839           441,948.368           181,509.017
   $    23.332252        $    17.724683        $    14.548311
   $    22.547720        $           --        $           --
</TABLE>

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


<PAGE>

                     RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                       FIDELITY'S VIP II
                                                                     INVESTMENT GRADE BOND
                                                                           PORTFOLIO
                                                                        --------------
                                                                              1997
                                                                        --------------
<S>                                                                  <C>
Net investment income:
 Reinvested dividend income ........................................    $          194
 Reinvested capital gains ..........................................                --
 Administrative expenses ...........................................               (27)
                                                                        --------------
   Net investment income (loss) and capital gains ..................               167
                                                                        --------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .........                16
 Increase (decrease) in unrealized appreciation of investments                      94
                                                                        --------------
   Net realized and unrealized gains (losses) ......................               110
                                                                        --------------
   Additions (reductions) from operations ..........................               277
                                                                        --------------
Policy Owners' transactions:
 Net premium payments ..............................................               907
 Transfers (to) from fixed account .................................              (169)
 Policy loans ......................................................               (37)
 Loan collateral interest crediting ................................                 2
 Surrenders ........................................................               (69)
 Death benefits ....................................................                (2)
 Cost of insurance charges .........................................              (225)
 Death benefit guarantee charges ...................................                (5)
 Monthly expense charges ...........................................               (28)
                                                                        --------------
   Additions for policy owners' transactions .......................               374
                                                                        --------------
   Net additions for the year ......................................               651
Policy Owners' Equity, beginning of the year .......................             3,221
                                                                        --------------
Policy Owners' Equity, end of the year .............................    $        3,872
                                                                        ================
Units Outstanding, beginning of the year ...........................       247,189.999
Units Outstanding, end of the year .................................       276,930.635
Net Asset Value per Unit:
 Select*Life I .....................................................    $    15.837535
 Select*Life Series 2000 ...........................................    $    12.685026
</TABLE>

[WIDE TABLE CONTINUED FROM ABOVE]

<TABLE>
<CAPTION>
                                                                                  FIDELITY'S VIP II
                                                                           INVESTMENT GRADE BOND PORTFOLIO
                                                                        ------------------------------------
                                                                             1996                  1995
                                                                        --------------        --------------
<S>                                                                  <C>                   <C>
Net investment income:
 Reinvested dividend income ........................................    $          139        $           65
 Reinvested capital gains ..........................................                --                    --
 Administrative expenses ...........................................               (24)                  (18)
                                                                        --------------        --------------
   Net investment income (loss) and capital gains ..................               115                    47
                                                                        --------------        --------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .........                12                     2
 Increase (decrease) in unrealized appreciation of investments                     (51)                  273
                                                                        --------------        --------------
   Net realized and unrealized gains (losses) ......................               (39)                  275
                                                                        --------------        --------------
   Additions (reductions) from operations ..........................                76                   322
                                                                        --------------        --------------
Policy Owners' transactions:
 Net premium payments ..............................................               986                   983
 Transfers (to) from fixed account .................................              (300)                  (36)
 Policy loans ......................................................               (19)                   23
 Loan collateral interest crediting ................................                 1                    --
 Surrenders ........................................................               (47)                  (53)
 Death benefits ....................................................                (5)                  (15)
 Cost of insurance charges .........................................              (211)                 (187)
 Death benefit guarantee charges ...................................                (6)                   (7)
 Monthly expense charges ...........................................               (27)                  (22)
                                                                        --------------        --------------
   Additions for policy owners' transactions .......................               372                   686
                                                                        --------------        --------------
   Net additions for the year ......................................               448                 1,008
Policy Owners' Equity, beginning of the year .......................             2,773                 1,765
                                                                        --------------        --------------
Policy Owners' Equity, end of the year .............................    $        3,221        $        2,773
                                                                        ================      ================
Units Outstanding, beginning of the year ...........................       214,771.624           153,890.893
Units Outstanding, end of the year .................................       247,189.999           214,771.624
Net Asset Value per Unit:
 Select*Life I .....................................................    $    14.638773        $    14.301995
 Select*Life Series 2000 ...........................................    $           --        $           --
</TABLE>
    The accompanying notes are an integral part of the financial statements.


<PAGE>

[WIDE TABLE CONTINUED FROM ABOVE]

                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED


<TABLE>
<CAPTION>
         JANUS ASPEN SERIES                    JANUS ASPEN SERIES                    JANUS ASPEN SERIES
    AGGRESSIVE GROWTH PORTFOLIO                 GROWTH PORTFOLIO               INTERNATIONAL GROWTH PORTFOLIO
- ------------------------------------  ------------------------------------  -------------------------------------
        1997           1996    1995            1997           1996    1995            1997           1996     1995
- --------------------  ------  ------   --------------------  ------  ------   --------------------  ------  -------
<S>                   <C>     <C>      <C>                   <C>     <C>      <C>                   <C>     <C>
   $          --       $ --    $ --       $           1       $ --    $ --       $           1       $ --    $ --
              --         --      --                  --         --      --                  --         --      --
              --         --      --                  --         --      --                  (1)        --      --
   --------------      ----    ----       --------------      ----    ----       ----------------    ----    ----
              --         --      --                   1         --      --                  --         --      --
   --------------      ----    ----       --------------      ----    ----       ---------------     ----    ----
              (1)        --      --                  --         --      --                  (1)        --      --
               6         --      --                   2         --      --                 (11)        --      --
   ---------------     ----    ----       --------------      ----    ----       ---------------     ----    ----
               5         --      --                   2         --      --                 (12)        --      --
   ---------------     ----    ----       --------------      ----    ----       ---------------     ----    ----
               5         --      --                   3         --      --                 (12)        --      --
   ---------------     ----    ----       --------------      ----    ----       ---------------     ----    ----
             109         --      --                 157         --      --                 250         --      --
             156         --      --                 136         --      --                 623         --      --
               1         --      --                  (3)        --      --                  (2)        --      --
              --         --      --                   1         --      --                  --         --      --
              --         --      --                  --         --      --                  --         --      --
              --         --      --                  --         --      --                  --         --      --
              (6)        --      --                  (7)        --      --                 (13)        --      --
              --         --      --                  --         --      --                  --         --      --
              (1)        --      --                  (1)        --      --                  (2)        --      --
   ----------------    ----    ----       ----------------    ----    ----       ----------------    ----    ----
             259         --      --                 283         --      --                 856         --      --
   ---------------     ----    ----       ---------------     ----    ----       ---------------     ----    ----
             264         --      --                 286         --      --                 844         --      --
              --         --      --                  --         --      --                  --         --      --
   ---------------     ----    ----       ---------------     ----    ----       ---------------     ----    ----
   $         264       $ --    $ --       $         286       $ --    $ --       $         844       $ --    $ --
   ===============     ====    ====       ===============     ====    ====       ===============     ====    ====
              --         --      --                  --         --      --                  --         --      --
      24,053.408         --      --          28,040.816         --      --          87,549.532         --      --
   $   10.925142       $ --    $ --       $   10.154694       $ --    $ --       $    9.594712       $ --    $ --
   $   10.960002       $ --    $ --       $   10.187114       $ --    $ --       $    9.625377       $ --    $ --
</TABLE>

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


<PAGE>

                        RELIASTAR SELECT*VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1997, 1996 and 1995
                                 (In Thousands)



<TABLE>
<CAPTION>
                                                                                      JANUS ASPEN SERIES
                                                                                  WORLDWIDE GROWTH PORTFOLIO
                                                                              -----------------------------------
                                                                                    1997            1996    1995
                                                                              --------------       ------  ------
<S>                                                                        <C>                     <C>      <C>
Net investment income:
 Reinvested dividend income ............................................      $            5        $ --     $ --
 Reinvested capital gains ..............................................                  --          --       --
 Administrative expenses ...............................................                  (3)         --       --
                                                                              --------------        ----     ----
   Net investment income (loss) and capital gains ......................                   2          --       --
                                                                              --------------        ----     ----
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .............                  --          --       --
 (Decrease) increase in unrealized appreciation of investments .........                 (16)         --       --
                                                                              --------------        ----     ----
   Net realized and unrealized (losses) gains ..........................                 (16)         --       --
                                                                              --------------        ----     ----
   Additions (reductions) from operations ..............................                 (14)         --       --
                                                                              --------------        ----     ----
Policy Owners' transactions:
 Net premium payments ..................................................                 906          --       --
 Transfers from (to) fixed account .....................................               1,582          --       --
 Policy loans ..........................................................                  (4)         --       --
 Loan collateral interest crediting ....................................                  --          --       --
 Surrenders ............................................................                  (1)         --       --
 Death benefits ........................................................                  --          --       --
 Cost of insurance charges .............................................                 (49)         --       --
 Death benefit guarantee charges .......................................                  --          --       --
 Monthly expense charges ...............................................                  (7)         --       --
                                                                              --------------        ----     ----
   Additions for policy owners' transactions ...........................               2,427          --       --
                                                                              --------------        ----     ----
   Net additions for the year ..........................................               2,413          --       --
Policy Owners' Equity, beginning of the year ...........................                  --          --       --
                                                                              --------------        ----     ----
Policy Owners' Equity, end of the year .................................      $        2,413        $ --     $ --
                                                                              ==============        ====     ====
Units Outstanding, beginning of the year ...............................                  --          --       --
Units Outstanding, end of the year .....................................         245,314.904          --       --
Net Asset Value per Unit:
 Select*Life I .........................................................      $     9.804994        $ --     $ --
 Select*Life Series 2000 ...............................................      $     9.836310        $ --     $ --
</TABLE>

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


<PAGE>

                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED


<TABLE>
<CAPTION>
          NEUBERGER&BERMAN                       NEUBERGER&BERMAN
      ADVISERS MANAGEMENT TRUST              ADVISERS MANAGEMENT TRUST              NORTHSTAR VARIABLE TRUST
   LIMITED MATURITY BOND PORTFOLIO              PARTNERS PORTFOLIO                      GROWTH PORTFOLIO
   ---------------------------------       ---------------------------------       --------------------------------
         1997           1996    1995            1997            1996    1995           1997            1996    1995
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
<S>                    <C>     <C>      <C>                    <C>     <C>      <C>                   <C>     <C>
   $           --       $ --    $ --       $           --       $ --    $ --       $           1       $ --    $ --
               --         --      --                   --         --      --                   7         --      --
               --         --      --                   (2)        --      --                  (1)        --      --
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
               --         --      --                   (2)        --      --                   7         --      --
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
               --         --      --                    3         --      --                   1         --      --
                7         --      --                   20         --      --                 (13)        --      --
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
                7         --      --                   23         --      --                 (12)        --      --
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
                7         --      --                   21         --      --                  (5)        --      --
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
              209         --      --                  484         --      --                 187         --      --
              896         --      --                1,288         --      --                 497         --      --
               (2)        --      --                   (2)        --      --                  (2)        --      --
               --         --      --                    1         --      --                  --         --      --
               --         --      --                   (2)        --      --                  (1)        --      --
               --         --      --                   --         --      --                  --         --      --
               (6)        --      --                  (26)        --      --                 (10)        --      --
               --         --      --                   --         --      --                  --         --      --
               (1)        --      --                   (3)        --      --                  (1)        --      --
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
            1,096         --      --                1,740         --      --                 670         --      --
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
            1,103         --      --                1,761         --      --                 665         --      --
               --         --      --                   --         --      --                  --         --      --
   --------------       ----    ----       --------------       ----    ----       -------------       ----    ----
   $        1,103       $ --    $ --       $        1,761       $ --    $ --       $         665       $ --    $ --
   ==============       ====    ====       ==============       ====    ====       =============       ====    ====
               --         --      --                   --         --      --                  --         --      --
      107,550.694         --      --          170,599.212         --      --          65,399.595         --      --
   $    10.221530       $ --    $ --       $    10.292965       $ --    $ --       $   10.156905       $ --    $ --
   $    10.254171       $ --    $ --       $    10.325813       $ --    $ --       $   10.189337       $ --    $ --
</TABLE>

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


<PAGE>


                     RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED

              For the years ended December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                  NORTHSTAR VARIABLE TRUST
                                                                                 HIGH YIELD BOND PORTFOLIO
                                                                              ---------------------------------
                                                                                   1997           1996     1995
                                                                              --------------      ----     ----
<S>                                                                           <C>                 <C>      <C>
Net investment income:
 Reinvested dividend income ............................................      $          1        $ --     $ --
 Reinvested capital gains ..............................................                --          --       --
 Administrative expenses ...............................................                --          --       --
                                                                              --------------      ----     ----
  Net investment income (loss) and capital gains .......................                 1          --       --
                                                                              --------------      ----     ----
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .............                --          --       --
 (Decrease) increase in unrealized appreciation of investments .........                (1)         --       --
                                                                              --------------      ----     ----
   Net realized and unrealized (losses) gains ..........................                (1)         --       --
                                                                              --------------      ----     ----
   Additions (reductions) from operations ..............................                --          --       --
                                                                              --------------      ----     ----
Policy Owners' transactions:
 Net premium payments ..................................................                52          --       --
 Transfers from (to) fixed account .....................................                 9          --       --
 Policy loans ..........................................................                (2)         --       --
 Loan collateral interest crediting ....................................                --          --       --
 Surrenders ............................................................                --          --       --
 Death benefits ........................................................                --          --       --
 Cost of insurance charges .............................................                (2)         --       --
 Death benefit guarantee charges .......................................                --          --       --
 Monthly expense charges ...............................................                --          --       --
                                                                              --------------      ----     ----
  Additions for policy owners' transactions ............................                57          --       --
                                                                              --------------      ----     ----
  Net additions for the year ...........................................                57          --       --
Policy Owners' Equity, beginning of the year ...........................                --          --       --
                                                                              --------------      ----     ----
Policy Owners' Equity, end of the year .................................      $         57        $ --     $ --
                                                                              ==============      ====     ====
Units Outstanding, beginning of the year ...............................                --          --       --
Units Outstanding, end of the year .....................................         5,488.146          --       --
Net Asset Value per Unit:
 Select*Life I .........................................................      $  10.373728        $ --     $ --
 Select*Life Series 2000 ...............................................      $  10.406855        $ --     $ --
</TABLE>

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

<PAGE>


                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED

<TABLE>
<CAPTION>
        NORTHSTAR VARIABLE TRUST                 NORTHSTAR VARIABLE TRUST              NORTHSTAR VARIABLE TRUST
        INCOME & GROWTH PORTFOLIO              INTERNATIONAL VALUE PORTFOLIO          MULTI-SECTOR BOND PORTFOLIO
- --------------------------------------------    ---------------------------   --------------------------------------------
    1997             1996           1995           1997         1996   1995       1997            1996           1995
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
<S>             <C>             <C>             <C>            <C>    <C>     <C>             <C>             <C>         
$         36    $         13    $          2    $          1   $--    $--     $         34    $         14    $          6
           9              38               2            --      --     --                3               5            --   
          (5)             (3)           --              --      --     --               (3)             (1)             (1)
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
          40              48               4               1    --     --               34              18               5
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
           3               2            --              --      --     --                2               1            --   
          83              (2)              1            --      --     --              (12)              3            --   
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
          86            --                 1            --      --     --              (10)              4            --   
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
         126              48               5               1    --     --               24              22               5
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
         826             413              71             144    --     --              296             124              36
          47              68              37             258    --     --               42              52              77
         (11)           --              --              --      --     --               (8)           --              --   
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
         (21)           --              --                (2)   --     --              (13)           --              --   
          (1)           --              --              --      --     --               (1)           --              --   
         (96)            (39)             (5)             (8)   --     --              (41)            (15)             (4)
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
         (19)             (7)             (1)             (1)   --     --               (5)             (2)           --   
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
         725             435             102             391    --     --              270             159             109
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
         851             483             107             392    --     --              294             181             114
         590             107            --              --      --     --              295             114            --   
- ------------    ------------    ------------    ------------    ----   ----   ------------    ------------    ------------
$      1,441    $        590    $        107    $        392   $--    $--     $        589    $        295    $        114
============    ============    ============    ============    ====   ====   ============    ============    ============
  42,551.251       8,746.326            --               --     --     --       22,576.638       9,904.096             --
  90,105.753      42,551.251       8,746.326      38,707.007    --     --       41,273.079      22,576.638       9,904.096
$  10.383806    $        --     $       --      $  10.097293   $--    $--     $  10.240441    $        --     $       --
$  16.036372    $        --     $       --      $  10.129526   $--    $--     $  14.264010    $        --     $       --
</TABLE>

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

<PAGE>


                     RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                   OCC ACCUMULATION TRUST
                                                                                      EQUITY PORTFOLIO
                                                                           ---------------------------------------
                                                                                   1997            1996      1995
                                                                           --------------------   ------   -------
<S>                                                                           <C>                  <C>      <C>
Net investment income:
 Reinvested dividend income ............................................      $          --        $ --     $ --
 Reinvested capital gains ..............................................                 --          --       --
 Administrative expenses ...............................................                 --          --       --
                                                                              --------------       ----     ----
   Net investment income (loss) and capital gains ......................                 --          --       --
                                                                              --------------       ----     ----
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .............                  1          --       --
 Increase (decrease) in unrealized appreciation of investments .........                  8          --       --
                                                                              --------------       ----     ----
   Net realized and unrealized gains (losses) ..........................                  9          --       --
                                                                              --------------       ----     ----
   Additions (reductions) from operations ..............................                  9          --       --
                                                                              --------------       ----     ----
Policy Owners' transactions:
 Net premium payments ..................................................                 52          --       --
 Transfers from (to) fixed account .....................................                151          --       --
 Policy loans ..........................................................                 (2)         --       --
 Loan collateral interest crediting ....................................                 --          --       --
 Surrenders ............................................................                 --          --       --
 Death benefits ........................................................                 --          --       --
 Cost of insurance charges .............................................                 (2)         --       --
 Death benefit guarantee charges .......................................                 --          --       --
 Monthly expense charges ...............................................                 --          --       --
                                                                              ---------------      ----     ----
   Additions for policy owners' transactions ...........................                199          --       --
                                                                              ---------------      ----     ----
   Net additions for the year ..........................................                208          --       --
Policy Owners' Equity, beginning of the year ...........................                 --          --       --
                                                                              ---------------      ----     ----
Policy Owners' Equity, end of the year .................................      $         208        $ --     $ --
                                                                              ===============      ====     ====
Units Outstanding, beginning of the year ...............................                 --          --       --
Units Outstanding, end of the year .....................................         19,312.138          --       --
Net Asset Value per Unit:
 Select*Life I .........................................................      $   10.719660        $ --     $ --
 Select*Life Series 2000 ...............................................      $   10.753858        $ --     $ --
</TABLE>

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

<PAGE>


                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED

<TABLE>
<CAPTION>
       OCC ACCUMULTION TRUST                 OCC ACCUMULATION TRUST                 OCC ACCUMULATION TRUST
      GLOBAL EQUITY PORTFOLIO                   MANAGED PORTFOLIO                     SMALL CAP PORTFOLIO
- ------------------------------------  -------------------------------------  -------------------------------------
        1997           1996    1995             1997           1996    1995            1997           1996     1995
- --------------------  ------  ------   ---------------------  ------  ------   --------------------  ------  -------
   <S>                 <C>     <C>        <C>                  <C>     <C>        <C>                 <C>     <C>
   $           1       $ --    $ --       $           --       $ --    $ --       $          --       $ --    $ --
              14         --      --                   --         --      --                  --         --      --
              (1)        --      --                   (1)        --      --                  (1)        --      --
   ----------------    ----    ----       -----------------    ----    ----       ----------------    ----    ----
              14         --      --                   (1)        --      --                  (1)        --      --
   ---------------     ----    ----       -----------------    ----    ----       ----------------    ----    ----
              (1)        --      --                   --         --      --                  --         --      --
             (29)        --      --                    7         --      --                  (4)        --      --
   ---------------     ----    ----       ----------------     ----    ----       ----------------    ----    ----
             (30)        --      --                    7         --      --                  (4)        --      --
   ---------------     ----    ----       ----------------     ----    ----       ----------------    ----    ----
             (16)        --      --                    6         --      --                  (5)        --      --
   ---------------     ----    ----       ----------------     ----    ----       ----------------    ----    ----
              51         --      --                  357         --      --                 254         --      --
             272         --      --                  804         --      --                 420         --      --
               1         --      --                   (1)        --      --                  --         --      --
              --         --      --                   --         --      --                  --         --      --
              --         --      --                   --         --      --                  --         --      --
              --         --      --                   --         --      --                  --         --      --
              (5)        --      --                  (16)        --      --                 (10)        --      --
              --         --      --                   --         --      --                  --         --      --
              (1)        --      --                   (1)        --      --                  (1)        --      --
   ----------------    ----    ----       -----------------    ----    ----       ----------------    ----    ----
             318         --      --                1,143         --      --                 663         --      --
   ---------------     ----    ----       ----------------     ----    ----       ---------------     ----    ----
             302         --      --                1,149         --      --                 658         --      --
              --         --      --                   --         --      --                  --         --      --
   ---------------     ----    ----       ----------------     ----    ----       ---------------     ----    ----
   $         302       $ --    $ --       $        1,149       $ --    $ --       $         658       $ --    $ --
   ===============     ====    ====       ================     ====    ====       ===============     ====    ====
              --         --      --                   --         --      --                  --         --      --
      31,784.854         --      --          112,854.997         --      --          64,284.089         --      --
   $    9.487891       $ --    $ --       $    10.143089       $ --    $ --       $   10.220080       $ --    $ --
   $    9.518205       $ --    $ --       $    10.175476       $ --    $ --       $   10.252721       $ --    $ --
</TABLE>

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


<PAGE>


                     RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                                PUTNAM VT
                                                                                        ASIA PACIFIC GROWTH FUND
                                                                         -------------------------------------------------------
                                                                                  1997               1996             1995
                                                                         --------------------- ---------------- ----------------
<S>                                                                      <C>                   <C>              <C>
Net investment income:
 Reinvested dividend income ............................................    $           39       $         8      $       --
 Reinvested capital gains ..............................................                --                --              --
 Administrative expenses ...............................................               (15)               (8)             (1)
                                                                            --------------       --------------   -------------
   Net investment income (loss) and capital gains ......................                24                --              (1)
                                                                            --------------       -------------    -------------
Realized and unrealized gains (losses):
 Net realized gains (losses) on redemptions of fund shares .............                 4                14              --
 (Decrease) increase in unrealized appreciation of investments .........              (410)               54               8
                                                                            --------------       -------------    ------------
   Net realized and unrealized (losses) gains ..........................              (406)               68               8
                                                                            --------------       -------------    ------------
   (Reductions) additions from operations ..............................              (382)               68               7
                                                                            --------------       -------------    ------------
Policy Owners' transactions:
 Net premium payments ..................................................             1,417             1,193             251
 Transfers (to) from Fixed Account .....................................              (122)              204              68
 Policy loans ..........................................................                (9)               (2)             --
 Loan collateral interest crediting ....................................                --                --              --
 Surrenders ............................................................               (24)               (5)             --
 Death benefits ........................................................                (2)               --              --
 Cost of insurance charges .............................................              (194)             (130)            (22)
 Death benefit guarantee charges .......................................                --                --              --
 Monthly expense charges ...............................................               (34)              (21)             (3)
                                                                            ----------------     -------------    ------------
   Additions for policy owners' transactions ...........................             1,032             1,239             294
                                                                            ----------------     -------------    ------------
   Net additions for the year ..........................................               650             1,307             301
Policy Owners' Equity, beginning of the year ...........................             1,608               301              --
                                                                            ----------------     -------------    ------------
Policy Owners' Equity, end of the year .................................    $        2,258       $     1,608      $      301
                                                                            ================     =============    ============
Units Outstanding, beginning of the year ...............................       144,086.091        29,436.771              --
Units Outstanding, end of the year .....................................       236,947.013       144,086.091      29,436.771
Net Asset Value per Unit:
 Select*Life I .........................................................    $           --       $        --      $       --
 Select*Life Series 2000 ...............................................    $     9.525464       $        --      $       --
</TABLE>

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

<PAGE>


                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED

<TABLE>
<CAPTION>
                   PUTNAM VT                                         PUTNAM VT                      
            DIVERSIFIED INCOME FUND                           GROWTH AND INCOME FUND                
- ----------------------------------------------      ------------------------------------------------
      1997            1996           1995                 1997              1996           1995     
- --------------  --------------  --------------      ----------------  --------------  --------------
<S>             <C>             <C>                 <C>               <C>             <C>           
$          86   $          63   $          16       $           283   $         117   $          32 
           14              --              --                   690             204              18 
          (13)            (10)             (4)                 (120)            (60)            (19)
- --------------  --------------  --------------      ----------------  --------------  --------------
           87              53              12                   853             261              31 
- --------------  --------------  --------------      ----------------  --------------  --------------
           16              10               2                   123             125              17 
            6              25              63                 2,475           1,043             529 
- --------------  --------------  --------------      ----------------  --------------  --------------
           22              35              65                 2,598           1,168             546 
- --------------  --------------  --------------      ----------------  --------------  --------------
          109              88              77                 3,451           1,429             577 
- --------------  --------------  --------------      ----------------  --------------  --------------
          785             696             391                10,331           6,047           2,526 
         (100)            (65)            172                 1,033           1,274             490 
          (10)             (4)             (4)                  (71)            (38)            (10)
           --              --              --                     3               1              -- 
          (27)            (17)             (4)                 (288)           (109)            (13)
           (3)             (1)             (2)                  (27)             (5)             (2)
         (130)            (92)            (55)               (1,524)           (784)           (296)
           --              (1)             --                    (4)             (2)             (1)
          (21)            (15)             (9)                 (252)           (130)            (53)
- --------------  --------------  --------------      ----------------  --------------  --------------
          494             501             489                 9,201           6,254           2,641 
- --------------  --------------  --------------      ----------------  --------------  --------------
          603             589             566                12,652           7,683           3,218 
        1,395             806             240                11,547           3,864             646 
- --------------  --------------  --------------      ----------------  --------------  --------------
$       1,998   $       1,395   $         806       $        24,199   $      11,547   $       3,864 
==============  ==============  ==============      ================  ==============  ==============
  112,611.941      70,401.445      25,076.593           691,973.875     282,045.753      64,421.965 
  150,285.794     112,611.941      70,401.445         1,169,049.817     691,973.875     282,045.753 
$   13.418177   $   12.597066   $   11.671211       $     20.529605   $   16.669506   $   13.783753 
$   13.290543   $          --   $          --       $     20.717931   $          --   $          -- 
                                                    
</TABLE>

                             [WIDE TABLE CONTINUED]

                  PUTNAM VT                     
            NEW OPPORTUNITIES FUND              
- ----------------------------------------------- 
     1997              1996             1995    
- ----------------  --------------  ------------- 

$            --   $          --   $         --  
             --              --             --  
            (92)            (44)            (4) 
- ----------------  --------------  ------------- 
            (92)            (44)            (4) 
- ----------------  --------------  ------------- 
            239              99             22  
          3,361             (86)           120  
- ----------------  --------------  ------------- 
          3,600              13            142  
- ----------------  --------------  ------------- 
          3,508             (31)           138  
- ----------------  --------------  ------------- 
         11,656           8,025          1,072  
           (862)          1,664            375  
           (100)             (8)            (4) 
              1              --             --  
           (271)            (64)            (1) 
             (8)           --               --  
         (1,770)           (804)           (80) 
           --              --               --  
           (343)           (154)           (15) 
- ----------------  --------------  ------------- 
          8,303           8,659          1,347  
- ----------------  --------------  ------------- 
         11,811           8,628          1,485  
         10,113           1,485             --  
- ----------------  --------------  ------------- 
$        21,924   $      10,113   $      1,485  
================  ==============  ============= 
    681,263.859     110,223.166             --  
  1,197,940.702     681,263.859    110,223.166  
$            --   $          --   $         --  
$     18.301715   $          --   $         --  

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

<PAGE>


                        RELIASTAR SELECT*VARIABLE ACCOUNT
                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED
              For the years ended December 31, 1997, 1996 and 1995
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                         PUTNAM VT
                                                                               UTILITIES GROWTH AND INCOME FUND
                                                                    ------------------------------------------------
                                                                           1997            1996            1995     
                                                                    ---------------  ---------------  --------------
<S>                                                                 <C>              <C>              <C>           
Net investment income:                                                                                              
 Reinvested dividend income ......................................  $           61   $           41   $          32 
 Reinvested capital gains ........................................              84               --              -- 
 Administrative expenses .........................................             (14)             (11)             (7)
                                                                    ---------------  ---------------  --------------
   Net investment income (loss) and capital gains ................             131               30              25 
                                                                    ---------------  ---------------  --------------
Realized and unrealized gains (losses):                                                                             
 Net realized gains (losses) on redemptions of fund shares .......              40               71              20 
 Increase (decrease) in unrealized appreciation of investments                 338               83             161 
                                                                    ---------------  ---------------  --------------
   Net realized and unrealized gains (losses) ....................             378              154             181 
                                                                    ---------------  ---------------  --------------
   Additions (reductions) from operations ........................             509              184             206 
                                                                    ---------------  ---------------  --------------
Policy Owners' transactions:                                                                                        
 Net premium payments ............................................             903              663             505 
 Transfers from (to) fixed account ...............................              50             (104)            (40)
 Policy loans ....................................................             (17)             (36)             (1)
 Loan collateral interest crediting ..............................               1                1              -- 
 Surrenders ......................................................             (24)             (35)             (9)
 Death benefits ..................................................              (3)              (4)             -- 
 Cost of insurance charges .......................................            (168)            (117)            (80)
 Death benefit guarantee charges .................................              (1)              (1)             (1)
 Monthly expense charges .........................................             (26)             (19)            (13)
                                                                    ---------------  ---------------  --------------
   Additions for policy owners' transactions .....................             715              348             361 
                                                                    ---------------  ---------------  --------------
   Net additions for the year ....................................           1,224              532             567 
Policy Owners' Equity, beginning of the year .....................           1,547            1,015             448 
                                                                    ---------------  ---------------  --------------
Policy Owners' Equity, end of the year ...........................  $        2,771   $        1,547   $       1,015 
                                                                    ===============  ===============  ==============
Units Outstanding, beginning of the year .........................     107,970.108       81,748.531      46,807.467 
Units Outstanding, end of the year ...............................     152,514.030      107,970.108      81,748.531 
Net Asset Value per Unit:                                                                                           
 SELECT*LIFE I ...................................................  $    18.375382   $    14.583970   $   12.696559 
 SELECT*LIFE Series 2000 .........................................  $    18.153329   $           --   $          -- 
</TABLE>

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

<PAGE>


                      COMBINED STATEMENTS OF OPERATIONS AND
                   CHANGES IN POLICYOWNERS' EQUITY, CONTINUED

<TABLE>
<CAPTION>
               PUTNAM VT                                     SELECT CAPITAL             SELECT MANAGED        
             VOYAGER FUND                                   GROWTH FUND, INC.             FUND, INC.          
- -------------------------------------------------   -----------------------------  ------------------------   
      1997              1996             1995        1997   1996         1995       1997  1996       1995     
- ---------------  ----------------  --------------   ------ ------  --------------  -----  ----  ------------  
<S>              <C>               <C>              <C>    <C>     <C>             <C>    <C>   <C>           
$            68  $             48  $           10   $ --   $ --    $          --   $ --   $ --  $         --  
          1,472               811              77     --     --               --     --     --            --  
           (284)             (171)            (56)    --     --               (6)    --     --           (12) 
- ---------------  ----------------  --------------   ----   ----    --------------  ----   ----  ------------  
          1,256               688              31     --     --               (6)    --     --           (12) 
- ---------------  ----------------  --------------   ----   ----    --------------  ----   ----  ------------  
            218               169              28     --     --             (138)    --     --           (17) 
          7,940               921           1,951     --     --              217     --     --           170  
- ---------------  ----------------  --------------   ----   ----    --------------  ----   ----  ------------  
          8,158             1,090           1,979     --     --               79     --     --           153  
- ---------------  ----------------  --------------   ----   ----    --------------  ----   ----  ------------  
          9,414             1,778           2,010     --     --               73     --     --           141  
- ---------------  ----------------  --------------   ----   ----    --------------  ----   ----  ------------  
         20,897            16,198           7,418     --     --              123     --     --           188  
            169             2,466             947     --     --           (2,420)    --     --        (4,589) 
           (263)             (187)            (31)    --     --               (5)    --     --           (21) 
             16                 6              --     --     --                2     --     --             5  
           (969)             (395)            (81)    --     --              (45)    --     --           (25) 
            (40)               (6)             --     --     --               (1)    --     --            --  
         (3,626)           (2,268)           (902)    --     --              (53)    --     --           (94) 
            (12)               (8)             (3)    --     --               (3)    --     --            (5) 
           (683)             (430)           (189)    --     --               (7)    --     --           (13) 
- ---------------  ----------------  --------------   ----   ----    --------------  ----   ----  ------------  
         15,489            15,376           7,159     --     --           (2,409)    --     --        (4,554) 
- ---------------  ----------------  --------------   ----   ----    --------------  ----   ----  ------------  
         24,903            17,154           9,169     --     --           (2,336)    --     --        (4,413) 
         28,364            11,210           2,041     --     --            2,336     --     --         4,413  
- ---------------  ----------------  --------------   ----   ----    --------------  ----   ----  ------------- 
$        53,267  $         28,364  $       11,210   $ --   $ --    $          --   $ --   $ --  $         --  
===============  ================  ==============   ====   ====    ==============  ====   ====  ============  
  1,750,710.230       781,013.273     199,880.663     --     --      157,399.779     --     --    286,168.977 
  2,601,649.957     1,750,710.230     781,013.273     --     --               --     --     --            --  
$     20.608071  $      16.420248  $    14.653218   $ --   $ --    $          --   $ --   $ --  $         --  
$     20.460670  $             --  $           --   $ --   $ --    $          --   $ --   $ --  $         --  
</TABLE>

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

<PAGE>


                     RELIASTAR SELECT*LIFE VARIABLE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION:

   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 polices are allocated to sub-accounts of the
   Account, each of which is invested in one of the following funds during the
   year:

                                 FIDELITY'S VARIABLE       
THE ALGER AMERICAN FUND          INSURANCE PRODUCTS FUND   
- ------------------------------   ------------------------  
Growth Portfolio                 VIP Equity-Income         
MidCap Growth Portfolio           Portfolio                
Small Capitalization Portfolio   VIP Growth Portfolio      
                                 VIP High Income           
                                  Portfolio                
                                 VIP Money Market
                                  Portfolio
                                 VIP Overseas Portfolio

FIDELITY'S VARIABLE              
INSURANCE PRODUCTS FUND II       
- -------------------------------  
VIP II Asset Manager Portfolio   
VIP II Contrafund Portfolio      
VIP II Index 500 Portfolio       
VIP II Investment Grade Bond     
 Portfolio                       


                                      NEUBERGER&BERMAN
                                    ADVISERS MANAGEMENT
JANUS ASPEN SERIES                         TRUST
- ----------------------------------- --------------------
   Aggressive Growth Portfolio      Limited Maturity
                                    Bond Portfolio
   Growth Portfolio                 Partners Portfolio
   International Growth Portfolio
   Worldwide Growth Portfolio


NORTHSTAR VARIABLE TRUST         OCC ACCUMULATION TRUST    
- -------------------------------  ------------------------- 
Northstar Variable Trust         Equity Portfolio          
 Growth Portfolio                Global Equity Portfolio   
Northstar Variable Trust         Managed Portfolio         
 High Yield Bond Portfolio       Small Capitalization      
Northstar Variable Trust          Portfolio                
 Income & Growth Portfolio                                 
Northstar Variable Trust                                   
 International Value Portfolio                             
Northstar Variable Trust                                   
 Multi-Sector Bond Portfolio                               

PUTNAM VARIABLE TRUST                      
- ----------------------------------         
Putnam VT Asia Pacific Growth              
 Fund                                      
Putnam VT Diversified Income Fund          
 Fund                                      
Putnam VT Growth and Income                
 Funds                                     
Putnam VT New Opportunities Fund           
Putnam VT Utilities Growth and             
 Income Fund                               
Putnam VT Voyager Fund                     


   Fred Alger Management, Inc. is the investment adviser for the three
   portfolios of The Alger American Fund and is paid fees for its services by
   The Alger American Funds Portfolios. Fidelity Management & Research Company
   is the investment adviser for Fidelity Variable Insurance Products Fund (VIP)
   and Variable Insurance Products Fund II (VIP II) and is paid for its services
   by the VIP and VIP II Portfolios. Janus Capital Corporation is the investment
   adviser for the four portfolios of Janus Aspen Series and is paid fees for
   its services by the Janus Aspen Series Portfolios. Neuberger&Berman
   Management is the investment manager for the two portfolios of the Advisers
   Management Trust and is paid fees for its services by the funds. Northstar
   Investment Management Corporation, an affiliate of ReliaStar Life, is the
   investment adviser for the five Northstar Variable Trust Portfolios and is
   paid fees for its services by the Portfolios. OpCap Advisors is the
   investment adviser for the four Portfolios of the OCC Accumulation Trust and
   is paid fees for its services by the OCC Accumulation Trust Funds. Putnam
   Investment Management, Inc. is the investment adviser for Putnam Variable
   Trust and is paid fees for its services by Putnam Variable Trust. See the
   related

<PAGE>


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

   funds' prospectuses for further information. On May 3, 1993, ReliaStar Life
   added the sub-accounts investing in shares of Index 500 Portfolio. On January
   1, 1994, sub-accounts investing in Putnam VT Diversified Income Fund, Putnam
   VT Growth and Income Fund, Putnam VT Utilities Growth and Income Fund and
   Putnam VT Voyager Fund were made available through the SELECT*LIFE Series
   2000 policies and on May 2, 1994, sub-accounts investing in Putnam Variable
   Trust were made available to SELECT*LIFE I policies. On December 30, 1994,
   sub-accounts investing in the Northstar Variable Trust Portfolios were made
   available to SELECT*LIFE Series 2000 policies. On April 30, 1995,
   sub-accounts investing in the VIP II Contrafund Portfolio, Putnam VT Asia
   Pacific Growth Fund and Putnam VT New Opportunities Fund were made available
   to SELECT*LIFE Series 2000 policies. On August 8, 1997, sub-accounts
   investing in Northstar Variable Trust Growth Portfolio, Northstar Variable
   Trust High Yield Bond Portfolio, Northstar Variable Trust International Value
   Portfolio, Alger American, Janus Aspen Series, OCC Accumulation Trust, and
   Neuberger&Berman Advisers Management Trust were made available to SELECT*LIFE
   policies.


2. SIGNIFICANT ACCOUNTING POLICIES:

   SECURITIES VALUATION TRANSACTIONS AND RELATED INVESTMENT INCOME:

   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 year. Investment
   transactions are accounted for on the trade date (date the order to purchase
   or redeem is executed) and dividend income and capital gain 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 share costs.


3. 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.


4. POLICY CHARGES:

   Certain charges are made by ReliaStar Life to Policy Owners' 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.


5. 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 VIP Growth Portfolio and VIP II Asset Manager
   Portfolio, respectively.

<PAGE>


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

6. INVESTMENTS:

   For the year ended December 31, 1997, investment activity in the funds was
   as follows (in thousands):


                                                           COST OF     PROCEEDS
INVESTING FUND                                            PURCHASES   FROM SALES
- --------------------------------------------------------- ----------  ----------
The Alger American Fund:
 Alger American Growth Portfolio ........................  $    357   $    17
 Alger American MidCap Growth Portfolio .................       449        62
 Alger American Small Capitalization ....................       797       128
Fidelity's Variable Insurance Products Fund (VIP) and
Variable Insurance Products Fund II (VIP II):
 VIP Equity-Income Portfolio ............................    17,209     3,724
 VIP Growth Portfolio ...................................    14,861     3,669
 VIP High Income Portfolio ..............................     4,899     1,841
 VIP Money Market Portfolio .............................    13,314    10,148
 VIP Overseas Portfolio .................................     7,101     2,652
 VIP II Asset Manager Portfolio .........................     7,510     2,241
 VIP II Contrafund Portfolio ............................    11,409       333
 VIP II Index 500 Portfolio .............................    12,251       895
 VIP II Investment Grade Bond Portfolio .................       910       369
Janus Aspen Series:
 Aggressive Growth Portfolio ............................       346        91
 Growth Portfolio .......................................       357        74
 International Growth Portfolio .........................       905        50
 Worldwide Growth Portfolio .............................     2,520        91
Neuberger&Berman Advisers Management Trust:
 Limited Maturity Bond Portfolio ........................     1,151        55
 Partners Portfolio .....................................     1,970       232
Northstar Variable Trust:
 Northstar Variable Trust Growth Portfolio ..............       698        19
 Northstar Variable Trust High Yield Bond Portfolio .....        60         2
 Northstar Variable Trust Income & Growth Portfolio .....       810        44
 Northstar Variable Trust International Value Portfolio         397         5
 Northstar Variable Trust Multi-Sector Bond Portfolio ...       377        83
OCC Accumulation Trust:
 Equity Portfolio .......................................       217        18
 Global Equity Portfolio ................................       364        31
 Managed Portfolio ......................................     1,178        35
 Small Cap Portfolio ....................................       700        38
Putnam Variable Trust:
 Putnam VT Asia Pacific Growth Fund .....................     1,312       257
 Putnam VT Diversified Income Fund ......................       784       204
 Putnam VT Growth and Income Fund .......................    10,425       372
 Putnam VT New Opportunities Fund .......................     9,070       864
 Putnam VT Utilities Growth and Income Fund .............     1,010       170
 Putnam VT Voyager Fund .................................    17,414       674
                                                           --------   -------
 Total ..................................................  $143,132   $29,488
                                                           ========   =======

<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 and subsidiaries (the Company) as of December 31, 1997
and 1996, and the related statements of income, shareholder's equity, and cash
flows for each of the two years in the period ended December 31, 1997. 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, 1997 and 1996 and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1997 in conformity with generally accepted
accounting principles.



DELOITTE & TOUCHE LLP

   
Minneapolis, Minnesota
February 3, 1998
    

<PAGE>


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

                           CONSOLIDATED BALANCE SHEETS

                                  (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                         DECEMBER 31
                                                               -------------------------------
                                                                    1997             1996
                                                               --------------   --------------
<S>                                                            <C>              <C>
                                     ASSETS

Fixed Maturity Securities (Amortized Cost: 1997, $10,655.9;
 1996, $8,993.5) ...........................................    $  11,146.7      $   9,298.2
Equity Securities (Cost: 1997, $21.2; 1996, $32.0) .........           23.0             36.9
Mortgage Loans on Real Estate ..............................        2,270.7          1,855.4
Real Estate and Leases .....................................           74.5             77.5
Policy Loans ...............................................          663.3            549.0
Other Invested Assets ......................................           81.3             60.2
Short-Term Investments .....................................          130.3             99.3
                                                                -----------      -----------
 Total Investments .........................................       14,389.8         11,976.5
                                                                -----------      -----------
Cash .......................................................           23.5             15.9
Accounts and Notes Receivable ..............................          176.7            136.9
Reinsurance Receivable .....................................          324.4            199.0
Deferred Policy Acquisition Costs ..........................        1,091.9          1,006.0
Present Value of Future Profits ............................          480.0            220.2
Property and Equipment, Net ................................          106.3            118.2
Accrued Investment Income ..................................          200.6            164.7
Other Assets ...............................................          552.3            319.5
Participation Fund Account Assets ..........................          316.6            316.2
Assets Held in Separate Accounts ...........................        3,149.3          2,096.0
                                                                -----------      -----------
 Total Assets ..............................................    $  20,811.4      $  16,569.1
                                                                ===========      ===========
                                   LIABILITIES

Future Policy and Contract Benefits ........................    $  13,329.4      $  11,332.2
Pending Policy Claims ......................................          338.2            287.6
Other Policyholder Funds ...................................          286.5            190.6
Notes and Mortgages Payable -- Unaffiliated ................          252.7            170.8
Note Payable -- Parent .....................................          100.0            100.0
Income Taxes ...............................................          205.2            135.3
Other Liabilities ..........................................          463.0            338.4
Participation Fund Account Liabilities .....................          316.6            316.2
Liabilities Related to Separate Accounts ...................        3,143.8          2,090.5
                                                                -----------      -----------
 Total Liabilities .........................................       18,435.4         14,961.6
                                                                -----------      -----------
                              SHAREHOLDER'S EQUITY

Common Stock (Shares Issued: 2.0) ..........................            2.5              2.5
Additional Paid-In Capital .................................        1,057.4            538.9
Net Unrealized Investment Gains ............................          226.1            140.8
Retained Earnings ..........................................        1,090.0            925.3
                                                                -----------      -----------
 Total Shareholder's Equity ................................        2,376.0          1,607.5
                                                                -----------      -----------
 Total Liabilities and Shareholder's Equity ................    $  20,811.4      $  16,569.1
                                                                ===========      ===========
</TABLE>


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

<PAGE>


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

                       CONSOLIDATED STATEMENTS OF INCOME

                                  (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                              ---------------------------
                                                                  1997           1996
                                                              ------------   ------------
<S>                                                           <C>            <C>
REVENUES
Premiums ..................................................     $  884.3       $  836.9
Net Investment Income .....................................      1,022.4          937.2
Realized Investment Gains, Net ............................         11.7           11.2
Policy and Contract Charges ...............................        332.9          245.9
Other Income ..............................................         89.1           81.8
                                                                --------       --------
 Total ....................................................      2,340.4        2,113.0
                                                                --------       --------
BENEFITS AND EXPENSES
Benefits to Policyholders .................................      1,370.5        1,288.3
Sales and Operating Expenses ..............................        429.0          370.3
Amortization of Deferred Policy Acquisition Costs and
 Present Value of Future Profits ..........................        146.1          113.0
Interest Expense ..........................................         19.7           16.2
Dividends and Experience Refunds to Policyholders .........         24.8           19.7
                                                                --------       --------
 Total ....................................................      1,990.1        1,807.5
                                                                --------       --------
Income before Income Taxes ................................        350.3          305.5
Income Tax Expense ........................................        123.8          105.9
                                                                --------       --------
 Net Income ...............................................     $  226.5       $  199.6
                                                                ========       ========
</TABLE>

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

<PAGE>


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

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

                                  (IN MILLIONS)

                                               YEAR ENDED DECEMBER 31
                                             --------------------------
                                                 1997          1996
                                             -----------   ------------
COMMON STOCK
Beginning and End of Year ................    $     2.5     $     2.5
                                              ---------     ---------
ADDITIONAL PAID-IN CAPITAL
Beginning of Year ........................        538.9         538.9
Capital Contribution from Parent .........        518.5            --
                                              ---------     ---------
 End of Year .............................      1,057.4         538.9
                                              ---------     ---------
NET UNREALIZED INVESTMENT GAINS (LOSSES)
Beginning of Year ........................        140.8         246.8
Change for the Year ......................         85.3        (106.0)
                                              ---------     ---------
 End of Year .............................        226.1         140.8
                                              ---------     ---------
RETAINED EARNINGS
Beginning of Year ........................        925.3         786.8
Net Income ...............................        226.5         199.6
Dividends to Shareholder .................        (61.8)       (61.1)
                                              ---------     ---------
 End of Year .............................      1,090.0         925.3
                                              ---------     ---------
 Total Shareholder's Equity ..............    $ 2,376.0     $ 1,607.5
                                              =========     =========

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

<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                             ---------------------------
                                                                                 1997           1996
                                                                             ------------   ------------
<S>                                                                          <C>            <C>
OPERATING ACTIVITIES
Net Income ...............................................................    $    226.5     $    199.6
Adjustments to Reconcile Net Income to Net
 Cash Provided by Operating Activities
 Interest Credited to Insurance Contracts ................................         548.9          500.1
 Future Policy Benefits ..................................................        (396.9)        (238.9)
 Capitalization of Policy Acquisition Costs ..............................        (212.7)        (196.2)
 Amortization of Deferred Policy Acquisition Costs and
   Present Value of Future Profits .......................................         146.1          113.0
 Deferred Income Taxes ...................................................           8.1           22.3
 Net Change in Receivables and Payables ..................................          30.1           47.2
 Other Assets ............................................................         (94.8)         (48.4)
 Realized Investment Gains, Net ..........................................         (11.7)         (11.2)
 Other ...................................................................           1.8            1.6
                                                                              ----------     ----------
Net Cash Provided by Operating Activities ................................         245.4          389.1
                                                                              ----------     ----------
INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities .........................         474.0          204.1
Proceeds from Maturities or Repayment of Fixed Maturity Securities .......         910.7          882.3
Cost of Fixed Maturity Securities Acquired ...............................      (1,431.6)      (1,594.7)
Sales of Equity Securities, Net ..........................................          15.9            5.6
Proceeds of Mortgage Loans Sold, Matured or Repaid .......................         350.4          483.8
Cost of Mortgage Loans Acquired ..........................................        (649.4)        (407.3)
Sales of Real Estate and Leases, Net .....................................          14.1           35.7
Policy Loans Issued, Net .................................................         (41.5)         (49.2)
Purchases of Other Invested Assets, Net ..................................         (10.1)           (.4)
Sales (Purchases) of Short-Term Investments, Net .........................         (31.0)          11.4
Cash Acquired from Contribution of Security-Connecticut ..................          10.8             --
                                                                              ----------     ----------
Net Cash Used by Investing Activities ....................................        (387.7)        (428.7)
                                                                              ----------     ----------
FINANCING ACTIVITIES
Deposits to Insurance Contracts ..........................................       1,429.3        1,173.3
Maturities and Withdrawals from Insurance Contracts ......................      (1,299.5)      (1,133.0)
Increase in Notes and Mortgages Payable ..................................          82.1           26.8
Repayment of Notes and Mortgages Payable .................................           (.2)           (.6)
Dividends to Shareholder .................................................         (61.8)         (54.0)
                                                                              ----------     ----------
Net Cash Provided by Financing Activities ................................         149.9           12.5
                                                                              ----------     ----------
Increase (Decrease) in Cash ..............................................           7.6          (27.1)
Cash at Beginning of Year ................................................          15.9           43.0
                                                                              ----------     ----------
Cash at End of Year ......................................................    $     23.5     $     15.9
                                                                              ==========     ==========
</TABLE>

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

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  CHANGES IN ACCOUNTING PRINCIPLES

     ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES

     Effective for transactions occurring on or after January 1, 1997, ReliaStar
Life Insurance Company (ReliaStar Life) and its subsidiaries (the Company)
adopted those provisions of Statement of Financial Accounting Standards (SFAS)
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," which have not been deferred by SFAS No. 127,
"Deferral of the Effective Date of Certain Provisions of FASB Statement No.
125." SFAS No. 125 requires a company to recognize the financial and servicing
assets it controls and the liabilities it has incurred and to derecognize
financial assets when control has been surrendered in accordance with the
criteria provided in SFAS No. 125. The adoption of this standard did not have a
significant effect on the financial results of the Company.

     ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF

     Effective January 1, 1996, the Company adopted 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.


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. The Company provides and
distributes individual life insurance and annuities; employee benefit products
and services; life and health reinsurance; retirement plans and residential
mortgages. The Company operates primarily in the United States and 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 and exclude the effects of all material intercompany
transactions. 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 Life Insurance Company of New York (RLNY),
Security-Connecticut Life Insurance Company (Security-Connecticut), Lincoln
Security Life Insurance Company (Lincoln Security), ReliaStar Reinsurance Group
(UK), Ltd. and ReliaStar Mortgage Corporation. Effective January 1, 1998,
Lincoln Security merged with and into RLNY.

     USE OF ESTIMATES

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

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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


     INVESTMENTS

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

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

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

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

     Short-term investments are carried at amortized cost, which approximates
fair value.

     Unrealized investment gains and losses of equity and fixed maturity
securities classified as available-for-sale, net of related deferred policy
acquisition costs (DAC), present value of 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 changes in
the allowances 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 $97.5 million and $90.7 million at December 31, 1997 and 1996, 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 1997 and 1996 amounted to $5.6 million and $5.9 million,
respectively.

     PARTICIPATION FUND ACCOUNT

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

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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


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 and liabilities of the
separate accounts are primarily related to variable annuity, variable life and
401(k) contracts and represents policyholder directed funds that are separately
administered. 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 valued at fair
value. Revenues from these separate account contracts consist primarily of
charges for mortality risk and expenses, cost of insurance, contract
administration and surrender charges. Revenue for these products is recognized
when due.

     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 term and 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
deposits 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 deposits for such contracts are not
reported as premium revenues.

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

     POLICY ACQUISITION COSTS

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


     Costs deferred related to traditional life insurance products are amortized
over the premium paying period of the related policies, in proportion to the
ratio of annual premium revenues to total anticipated

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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


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 unamortized value of
acquired insurance business in force and represents the portion of the cost to
acquire that was allocated to the estimated value to receive future cash flows
from insurance contracts existing at the date of acquisition.

     An analysis of the PVFP asset account is presented below:


                                                        YEAR ENDED DECEMBER 31
                                                       -------------------------
                                                           1997          1996
                                                       -----------   -----------
                                                             (IN MILLIONS)
Balance, Beginning of Year ...........................  $  220.2      $  192.0
Acquisition ..........................................     323.6            --
Imputed Interest .....................................      25.5          16.4
Amortization .........................................     (66.0)        (37.5)
Impact of Net Unrealized Investment Gains and Losses .     (23.3)         49.3
                                                        --------      --------
Balance, End of Year .................................  $  480.0      $  220.2
                                                        ========      ========

     Based on current conditions and assumptions as to future events on acquired
policies in force, the Company expects that the net amortization of the December
31, 1997 PVFP balance will be between 6% and 8% in each of the years 1998
through 2002. 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 indicators of
impairment of value. No events or circumstances were identified which warrant
consideration of impairment or a revised estimate of useful lives.

     FUTURE POLICY AND CONTRACT BENEFITS

     Liabilities for future policy benefits for traditional life insurance
contracts are calculated using the net level premium method and assumptions as
to investment yields, mortality, withdrawals and dividends. The assumptions are
based on projections of past experience and include provisions for possible
unfavorable deviation. These assumptions are made at the time the contract is
issued or, for purchased contracts, at the date of acquisition.

     Liabilities for future policy and contract benefits on universal life-type
and investment contracts are based on the policy account balance.

     The liabilities for future policy and contract benefits for group disabled
life reserves and long-term disability reserves are based upon interest rate
assumptions and morbidity and termination rates from published tables, modified
for Company experience.

     INCOME TAXES

     The provision for income taxes includes amounts currently payable and
deferred income taxes resulting from the cumulative differences in the assets
and liabilities determined on a tax return and financial statement basis.

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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


     The Company files a consolidated tax return with certain of its affiliates.
The method by which the total consolidated federal income tax for each entity is
allocated to each of the companies is subject to a written agreement approved by
the Company's Board of Directors. Allocation is based upon a separate return
calculation such that each company in the consolidated return pays the same tax
or receives the same refunds it would have paid or received had it consistently
filed separate federal income tax returns. Intercompany tax balances are settled
within a reasonable time after filing of the consolidated federal income tax
returns with the Internal Revenue Service.

     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 Company utilizes the settlement
method of accounting for its interest rate swap agreements whereby the
difference between amounts paid and amounts received or accrued on interest rate
swap agreements is reflected in net investment income.

     The characteristics (notional amount, maturity and payment dates) of the
interest rate swap agreements are similar to the characteristics of the
designated hedged assets. In the event of interest rate swap agreement would
cease to be an effective hedge, the affected interest rate swap agreement would
be recorded as an asset or liability at fair value with changes in fair value
recorded as income or expense. There were no terminations of interest rate swap
agreements during 1997 and 1996. The fair value and changes in fair value of
interest rate swap agreements are not recognized in the consolidated financial
statements.


NOTE 3. ACQUISITION

     On July 1, 1997, ReliaStar completed the acquisition of
Security-Connecticut Corporation, which was a holding company with two primary
subsidiaries: Security-Connecticut of Avon, Connecticut and Lincoln Security of
Brewster, New York. Concurrent with the acquisition, ReliaStar contributed all
of the capital stock of Security-Connecticut and Lincoln Security to ReliaStar
Life.

     The acquisition was accounted for using the purchase method of accounting.
Therefore, the consolidated financial statements include the accounts of
Security-Connecticut and Lincoln Security since the date of acquisition.
Goodwill of approximately $140 million was recorded.

     The following pro forma consolidated financial information was prepared,
assuming the acquisition had taken place at the beginning of each period
presented:


                             YEAR ENDED DECEMBER 31
                          -----------------------------
                               1997            1996
                          -------------   -------------
                                  (IN MILLIONS)
   Revenues ...........    $  2,496.9      $  2,435.6
   Net Income .........         243.7           233.0

     The pro forma consolidated financial information is not necessarily
indicative of either the results of operations that would have occurred if this
acquisition had been completed at the beginning of each year presented or of
future operations of the combined companies.

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. INVESTMENTS

     Investment income summarized by type of investment was as follows:


                                              YEAR ENDED DECEMBER 31
                                             -------------------------
                                                 1997          1996
                                             -----------   -----------
                                                   (IN MILLIONS)
   Fixed Maturity Securities .............   $   787.9      $  709.4
   Equity Securities .....................         2.2           4.1
   Mortgage Loans on Real Estate .........       197.6         187.6
   Real Estate and Leases ................        16.1          18.0
   Policy Loans ..........................        34.3          32.2
   Other Invested Assets .................         3.6           7.3
   Short-Term Investments ................         6.7           5.7
                                             ---------      --------
    Gross Investment Income ..............     1,048.4         964.3
   Investment Expenses ...................        26.0          27.1
                                             ---------      --------
    Net Investment Income ................   $ 1,022.4      $  937.2
                                             =========      ========

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


                                               YEAR ENDED DECEMBER 31
                                               ----------------------
                                                  1997         1996
                                               ----------   ---------
                                                   (IN MILLIONS)
   Net Gains (Losses) on Sales
    Fixed Maturity Securities
     Gross Gains ...........................    $  10.3      $   8.7
     Gross Losses ..........................       (6.4)        (5.5)
    Equity Securities ......................        5.1          1.3
    Mortgage Loans .........................         --           .1
    Foreclosed Real Estate .................         .1          1.8
    Real Estate ............................         .6          2.7
    Other ..................................        9.8         13.2
                                                -------      -------
                                                   19.5         22.3
                                                -------      -------
   Provisions for Losses
    Fixed Maturity Securities ..............       (3.0)        (2.6)
    Equity Securities ......................       ( .1)          --
    Mortgage Loans .........................       (2.4)        (3.5)
    Foreclosed Real Estate .................       (1.6)        (3.5)
    Real Estate ............................       ( .7)        (1.1)
    Other ..................................         --         ( .4)
                                                -------      -------
                                                   (7.8)       (11.1)
                                                -------      -------
    Realized Investment Gains, Net .........    $  11.7      $  11.2
                                                =======      =======

     All fixed maturity securities sales were from the available-for-sale
portfolio.

<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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, 1997
                                                              ------------------------------------------------------
                                                                                 GROSS UNREALIZED
                                                                AMORTIZED     ----------------------
                                                                   COST         GAINS      (LOSSES)      FAIR VALUE
                                                              -------------   ---------   ----------   -------------
                                                                                  (IN MILLIONS)
<S>                                                           <C>             <C>         <C>          <C>
United States Government and Government Agencies
 and Authorities ..........................................    $    128.8     $   9.3      $   (.3)     $    137.8
States, Municipalities and Political Subdivisions .........          66.8         4.5          (.3)           71.0
Foreign Governments .......................................          94.8         7.3          (.1)          102.0
Public Utilities ..........................................         895.0        61.4          (.9)          955.5
Corporate Securities ......................................       6,911.0       327.2        (14.9)        7,223.3
Mortgage-Backed/Structured Finance ........................       2,554.3        99.8         (2.6)        2,651.5
Redeemable Preferred Stock ................................           5.2          .4           --             5.6
                                                               ----------     -------      -------      ----------
 Total ....................................................    $ 10,655.9     $ 509.9      $ (19.1)     $ 11,146.7
                                                               ==========     =======      =======      ==========
</TABLE>

<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 ........................      2,166.0        66.0         (8.3)      2,223.7
Redeemable Preferred Stock ................................          2.1          --          (.1)          2.0
                                                               ---------     -------      -------     ---------
 Total ....................................................    $ 8,993.5     $ 345.6      $ (40.9)    $ 9,298.2
                                                               =========     =======      =======     =========
</TABLE>

     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, 1997             DECEMBER 31, 1996
                                               -----------------------------   -------------------------
                                                 AMORTIZED          FAIR        AMORTIZED        FAIR
                                                    COST           VALUE           COST         VALUE
                                               -------------   -------------   -----------   -----------
                                                                     (IN MILLIONS)
<S>                                            <C>             <C>             <C>           <C>
Maturing in:
 One Year or Less ..........................    $    199.9      $    200.9     $   155.8     $   157.4
 One to Five Years .........................       3,651.3         3,789.2       2,967.6       3,057.0
 Five to Ten Years .........................       3,006.4         3,180.7       2,622.4       2,723.6
 Ten Years or Later ........................       1,244.0         1,324.4       1,055.3       1,108.7
Mortgage-Backed/Structured Finance .........       2,554.3         2,651.5       2,192.4       2,251.5
                                                ----------      ----------     ---------     ---------
 Total .....................................    $ 10,655.9      $ 11,146.7     $ 8,993.5     $ 9,298.2
                                                ==========      ==========     =========     =========
</TABLE>

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. INVESTMENTS  (CONTINUED)


     The fair values for the marketable bonds are determined based upon the
quoted market prices for bonds actively traded. The fair values for marketable
bonds without an active market are obtained through several commercial pricing
services which provide the estimated fair values. Fair values of privately
placed bonds which are not considered problems are determined utilizing a
matrix-based 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 their relevant market.


     At December 31, 1997, the largest industry concentration in the private
placement portfolio was financial services, where 20.5% of the portfolio was
invested, and the largest industry concentration in the marketable bond
portfolio was mortgage-backed/structured finance where 31.4% of the portfolio
was invested. At December 31, 1997, the largest geographic concentration of
commercial mortgage loans was in the Midwest region of the United States, where
approximately 32.7% of the commercial mortgage loan portfolio was invested.


     At December 31, 1997 and 1996, gross unrealized appreciation of equity
securities was $2.3 million and $5.2 million, respectively, and gross unrealized
depreciation was $.5 million and $.3 million, respectively.


     Invested assets which were nonincome producing (no income received for the
12 months preceding the balance sheet date) were as follows:

                                                 DECEMBER 31
                                             --------------------
                                                1997       1996
                                             ---------   --------
                                                (IN MILLIONS)
   Fixed Maturity Securities .............    $  1.5     $   .6
   Mortgage Loans on Real Estate .........       1.1        1.2
   Real Estate and Leases ................      21.5       16.0
                                              ------     ------
    Total ................................    $ 24.1     $ 17.8
                                              ======     ======

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


                                            DECEMBER 31
                                      -----------------------
                                         1997         1996
                                      ----------   ----------
                                           (IN MILLIONS)
   Mortgage Loans .................    $  10.5      $  11.7
   Foreclosed Real Estate .........        9.1         11.2
   Investment Real Estate .........        2.8          2.1
   Other Invested Assets ..........        1.7          2.6

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. INVESTMENTS  (CONTINUED)


     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 at December 31, 1997 and 1996, and
the interest income recognized on impaired mortgage loans during 1997 and 1996
were as follows:


                                               1997         1996
                                            ----------   ----------
                                                 (IN MILLIONS)
   Impaired Mortgage Loans
    Total Investment ....................    $  14.4      $  22.3
    Allowance for Credit Losses .........       10.5         11.7
    Average Investment ..................        1.6          1.9
    Interest Income Recognized ..........        1.3          1.4

     Increases to the allowance for credit losses account were $2.4 million and
$2.9 million, and the amount of decreases to the allowance account were $3.6
million and $3.6 million for the years ended December 31, 1997 and 1996,
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:


                                                         YEAR ENDED DECEMBER 31
                                                         -----------------------
                                                            1997         1996
                                                         ----------   ----------
                                                              (IN MILLIONS)
Real Estate Assets Acquired Through Foreclosure .........  $ 11.3      $  14.8
Mortgage Loans Acquired in Sales of Real Estate Assets ..      --         11.2

     The components of net unrealized investment gains reported in shareholder's
equity are shown below:


                                                       DECEMBER 31
                                                -------------------------
                                                    1997          1996
                                                -----------   -----------
                                                      (IN MILLIONS)
   Unrealized Investment Gains ..............    $  489.0      $  310.5
   DAC/PVFP Adjustment ......................      (138.8)        (93.8)
   Deferred Income Taxes ....................      (124.1)        (75.9)
                                                 --------      --------
    Net Unrealized Investment Gains .........    $  226.1      $  140.8
                                                 ========      ========

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. INCOME TAXES

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


                                           DECEMBER 31
                                     -----------------------
                                        1997         1996
                                     ----------   ----------
                                          (IN MILLIONS)
   Current Income Taxes ..........    $  25.3      $   7.8
   Deferred Income Taxes .........      179.9        127.5
                                      -------      -------
    Total ........................    $ 205.2      $ 135.3
                                      =======      =======

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


                                  YEAR ENDED DECEMBER 31
                                 ------------------------
                                     1997         1996
                                 -----------   ----------
                                      (IN MILLIONS)
   Currently Payable .........    $  115.7      $  83.6
   Deferred ..................         8.1         22.3
                                  --------      -------
    Total ....................    $  123.8      $ 105.9
                                  ========      =======

     The Internal Revenue Service has completed its review of the Company's tax
return for all years through 1993.

     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 the net deferred tax liability relate to the following:


                                                           DECEMBER 31
                                                   ---------------------------
                                                       1997           1996
                                                   ------------   ------------
                                                          (IN MILLIONS)
   Future Policy and Contract Benefits ...........   $ (363.6)      $ (265.1)
   Investment Write-Offs and Allowances ..........     ( 41.4)        ( 39.0)
   Pension and Postretirement Benefit Plans ......     (  6.2)        (  9.0)
   Employee Benefits .............................     ( 12.8)        ( 11.1)
   Other .........................................     ( 59.5)        ( 52.3)
                                                     --------       --------
   Gross Deferred Tax Asset ......................     (483.5)        (376.5)
                                                     --------       --------
   Deferred Policy Acquisition Costs .............      322.9          296.0
   Present Value of Future Profits ...............      142.8           92.4
   Net Unrealized Investment Gains ...............       95.6           32.1
   Property and Equipment ........................       22.9           28.5
   Real Estate Joint Ventures ....................       16.5           12.0
   Accrual of Market Discount ....................        9.1            7.9
   Policyholder Dividends ........................        7.9            5.2
   Other .........................................       45.7           29.9
                                                     --------       --------
   Gross Deferred Tax Liability ..................      663.4          504.0
                                                     --------       --------
    Net Deferred Tax Liability ...................   $  179.9       $  127.5
                                                     ========       ========

     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

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. INCOME TAXES  (CONTINUED)


accumulated balance exceeds certain maximum limitations or if certain cash
distributions are deemed to be paid out of the account. At December 31, 1997,
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:


                                   YEAR ENDED DECEMBER 31
                                   -----------------------
                                      1997         1996
                                   ----------   ----------
   Statutory Tax Rate ..........       35.0%        35.0%
   Other .......................         .3          (.3)
                                       ----         ----
    Effective Tax Rate .........       35.3%        34.7%
                                       ====         ====

     Cash paid for federal income taxes was $89.0 million and $74.5 million for
the years ended December 31, 1997 and 1996, respectively.


NOTE 6. NOTES AND MORTGAGES PAYABLE

     A summary of notes and mortgages payable is as follows:


                                                             DECEMBER 31
                                                      -------------------------
                                                          1997          1996
                                                      -----------   -----------
                                                            (IN MILLIONS)
   Unaffiliated:
    Commercial Paper ..............................    $  218.5      $  146.5
    Bank Borrowings ...............................        26.0          15.9
    Other Indebtedness -- Current Portion .........          .1            .1
                                                       --------      --------
     Short-Term Debt ..............................       244.6         162.5
                                                       --------      --------
    Other Indebtedness -- Noncurrent Portion ......         8.1           8.3
                                                       --------      --------
   Total Unaffiliated .............................    $  252.7      $  170.8
                                                       ========      ========
   Note Payable to Parent .........................    $  100.0      $  100.0
                                                       ========      ========

     At December 31, 1997 and 1996, other indebtedness is primarily mortgage
notes assumed in connection with certain real estate investments with interest
rates ranging from 6.2% to 9.6% at December 31, 1997.


     The weighted average interest rate on the commercial paper outstanding at
December 31, 1997 and 1996 was 6.18% and 5.56%, respectively, with maturities
ranging from 2 to 14 days at December 31, 1997. The Company has unsecured
revolving credit facilities with banks totaling $350.0 million for commercial
paper back-up and general corporate purposes. At December 31, 1997, $26.0
million was borrowed under these facilities at an interest rate of 5.8%. At
December 31, 1997, $105.5 million remains available under the revolving credit
facilities. The facilities require an annual commitment fee of 7/100%.

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6. NOTES AND MORTGAGES PAYABLE  (CONTINUED)


     Principal payments required in each of the next five years and thereafter
are as follows:


                   (IN MILLIONS)
                   -------------
  1998 -- $244.6                      2001 -- $1.9
  1999 -- $   .1                      2002 -- $ .1
  2000 -- $  5.8       2003 and thereafter -- $ .2

     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 65|M/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 $13.1 million and $9.3 million for the years
ended December 31, 1997 and 1996 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 Company's 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 mutual funds,
common stock and corporate bonds. As of December 31, 1997, plan assets included
1,232,982 shares of ReliaStar common stock with a fair value of $50.8 million.

     The Company and ReliaStar also have unfunded noncontributory defined
benefit plans providing for benefits to employees in excess of limits for
qualified retirement plans and for benefits to nonemployee members of the
ReliaStar Board of Directors.

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


                                                       YEAR ENDED DECEMBER 31
                                                       ----------------------
                                                          1997        1996
                                                       ---------   ---------
                                                           (IN MILLIONS)
Service Cost -- Benefits Earned During the Year ....    $   4.9     $   3.8
Interest Cost on Projected Benefit Obligation ......       15.2        13.6
Actual Return on Plan Assets .......................      (45.2)      (23.0)
Net Amortization and Deferral ......................       30.8         8.4
                                                        -------     -------
 Net Periodic Pension Expense ......................    $   5.7     $   2.8
                                                        =======     =======

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. EMPLOYEE BENEFIT PLANS  (CONTINUED)


     The above amounts are for ReliaStar and its subsidiaries as the Company's
portion is not determinable.


     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
                                                                 ---------------------------   -------------------------
                                                                     1997           1996           1997          1996
                                                                 ------------   ------------   -----------   -----------
                                                                                      (IN MILLIONS)
<S>                                                              <C>            <C>            <C>           <C>
   Accumulated Benefit Obligation
    Vested ...................................................     $ (197.2)      $ (164.7)      $ (15.0)      $ (11.8)
    Nonvested ................................................         (4.7)          (4.0)          (.7)          (.5)
   Effect of Projected Future Compensation Increases .........        (18.0)         (12.7)         (1.5)         (2.1)
                                                                   --------       --------       -------       -------
   Projected Benefit Obligation ..............................       (219.9)        (181.4)        (17.2)        (14.4)
   Plan Assets at Fair Value .................................        229.1          184.9            --            --
                                                                   --------       --------       -------       -------
   Plan Assets Greater (Less) Than Projected Benefit
    Obligation ...............................................          9.2            3.5         (17.2)        (14.4)
   Unrecognized Net Loss and Prior Service Cost ..............         13.4           19.0           5.4           5.3
   Unrecognized Transition Asset .............................          (.1)           (.4)           --            --
   Additional Minimum Liability ..............................           --             --          (3.9)         (3.5)
                                                                   --------       --------       -------       -------
    Net Pension Asset (Liability) ............................     $   22.5       $   22.1       $ (15.7)      $ (12.6)
                                                                   ========       ========       =======       =======
</TABLE>

     The above amounts are for ReliaStar and its subsidiaries as the Company's
portion is not determinable.


     The projected benefit obligation was determined using an assumed discount
rate of 7.25% and 7.50% at January 1, 1998 and 1997, respectively. The
weighted-average assumed long-term rate of compensation increase was 4.5%. The
assumed long-term rate of return on plan assets was 10%.


     Net periodic pension expense allocated to the Company for all defined
benefit plans for the years ended December 31, 1997 and 1996 was $4.0 million
and $1.8 million, respectively.


     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 contribution levels adjusted
annually; the life insurance plan provides a flat amount of noncontributory life
benefits and optional contributory coverage.


     During 1996, the Company amended its plans to reduce the level of benefits
provided to current and future retirees. The amendment resulted in a reduction
of the accumulated postretirement benefit obligation for ReliaStar and its
subsidiaries of approximately $9.9 million. The plan amendment also reduces net
periodic postretirement benefit costs as the unrecognized prior service cost is
amortized.

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. EMPLOYEE BENEFIT PLANS  (CONTINUED)


     The Company's postretirement health care plans currently are not funded.
The accumulated postretirement benefit obligation (APBO) and the accrued
postretirement benefit liability were as follows:


                                                              DECEMBER 31
                                                         ---------------------
                                                            1997        1996
                                                         ---------   ---------
                                                             (IN MILLIONS)
   Retirees ..........................................    $  7.2      $  7.3
   Fully Eligible Active Plan Participants ...........       1.2          .9
   Other Active Plan Participants ....................       2.5         1.6
                                                          ------      ------
    Unfunded APBO ....................................      10.9         9.8
   Unrecognized Prior Service Cost ...................       7.2         8.9
   Unrecognized Gain .................................       1.7         1.5
                                                          ------      ------
    Accrued Postretirement Benefit Liability .........    $ 19.8      $ 20.2
                                                          ======      ======

     The above amounts are for ReliaStar and its subsidiaries as the Company's
portion is not determinable.

     Net periodic postretirement benefit costs consisted of the following
components:


                                                          YEAR ENDED DECEMBER 31
                                                          ----------------------
                                                             1997        1996
                                                          ----------   --------
                                                              (IN MILLIONS)
   Service Cost -- Benefits Earned ....................     $   .4      $   .6
   Interest Cost on APBO ..............................         .7         1.0
   Amortization of Prior Service Cost .................       (1.7)       (1.2)
                                                            ------      ------
    Net Periodic Postretirement Expense (Credit) ......     $  (.6)     $   .4
                                                            ======      ======

     The above amounts are for ReliaStar and its subsidiaries as the Company's
portion is not determinable.

     The assumed health care cost trend rate used in measuring the APBO as of
January 1, 1998 was 6.0%, 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, 1997 was 7.0%, decreasing gradually to 5.0% in the year 1999
and thereafter. The assumed discount rate used in determining the APBO was 7.25%
and 7.50% at January 1, 1998 and 1997, respectively. The assumed health care
cost trend rate has an 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, 1997 by approximately $.4
million and 1997 net postretirement health care costs by approximately $.1
million.

     The net benefit recorded by the Company for postretirement costs was $1.0
million and $.8 million for the years ended December 31, 1997 and 1996,
respectively.

     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, except for employees of Security-
Connecticut and Lincoln Security who will become eligible to participate in the
Success Sharing Plan in 1998. The Success Sharing Plan has both qualified and
nonqualified components. The nonqualified component is equal to 25% of the
annual award and is paid in cash to employees. The qualified component is equal
to 75% of the annual award, with 25% of the annual award contributed to a
deferred investment account and the remaining 50% of the annual award
contributed to the ESOP

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. EMPLOYEE BENEFIT PLANS  (CONTINUED)


portion of the Success Sharing Plan. Costs charged to expense for the Success
Sharing Plan were $6.5 million and $9.4 million in 1997 and 1996, 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 the fair value at the grant date for awards
under these plans consistent with the optional accounting methodology prescribed
under SFAS No. 123, ReliaStar's net income would have been reduced by
approximately $4.9 million and $2.3 million in 1997 and 1996, respectively. The
pro forma effect on net income for 1996 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 during 1997 and 1996 is estimated as $9.17 and $4.72,
respectively, on the date of grant using the Black-Scholes option-pricing model
with the following assumptions: dividend yield 1.675% to 2.0%, volatility
ranging from .1868 to .2065, risk-free interest rates of 6.157 for 1997 and 5.1%
to 5.3% for 1996 and an expected life of 2.65 to 5.83 years.


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 for each other. The net amounts billed resulted in the Company making
payments of $26.3 million and $28.3 million to ReliaStar in 1997 and 1996,
respectively. The net costs allocated to the Company under these agreements may
not be indicative of costs the Company might incur if these services were not
provided by ReliaStar. During 1997 and 1996, the Company paid cash and non-cash
dividends of $61.8 million and $61.1 million, respectively to ReliaStar.


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 the State 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 1998, the amount of dividends which can be paid by ReliaStar Life without
Commissioner approval is $186.4 million.

     STATUTORY SURPLUS AND NET INCOME

     Net income of ReliaStar Life and its subsidiaries, as determined in
accordance with statutory accounting practices, was $185.4 million and $150.4
million for 1997 and 1996, respectively. ReliaStar

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9. SHAREHOLDER'S EQUITY  (CONTINUED)


Life's statutory capital and surplus, as determined in accordance with statutory
accounting practices, was $1,031.8 million and $783.4 million at December 31,
1997 and 1996, 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.
Premium amounts received for prospective reinsurance that meet conditions for
reinsurance accounting are recorded as unearned premium revenue and are
amortized into earned premium revenue ratably over the remaining reinsurance
contract period. 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, 1997 and 1996. 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 RLNY, the limit is $400,000 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, 1997,
$34.3 billion of life insurance in force was ceded to other companies. The
Company has assumed $43.0 billion of life insurance in force as of December 31,
1997 (including $35.8 billion of reinsurance assumed pertaining to Federal
Employees' Group Life Insurance and Servicemans' Group Life Insurance). Also
included in these amounts are $817.2 million of reinsurance ceded and $7.2
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:


                                        YEAR ENDED DECEMBER 31
                                       -------------------------
                                           1997          1996
                                       -----------   -----------
                                             (IN MILLIONS)
   Direct Premiums .................    $  675.6      $  609.9
   Reinsurance Assumed .............       382.6         334.3
   Reinsurance Ceded ...............      (173.9)       (107.3)
                                        --------      --------
    Net Premiums ...................    $  884.3      $  836.9
                                        ========      ========
    Reinsurance Recoveries .........    $  114.4      $   96.3
                                        ========      ========

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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:


                                                 1997          1996
                                             -----------   -----------
                                                   (IN MILLIONS)
   Balance at January 1 ..................    $  383.3      $  369.4
   Less Reinsurance Recoverables .........       102.6          81.6
                                              --------      --------
   Net Balance at January 1 ..............       280.7         287.8
   Incurred Related to:
    Current Year .........................       178.6         223.5
    Prior Year ...........................        (3.0)         (5.7)
                                              --------      --------
   Total Incurred ........................       175.6         217.8
   Paid Related to:
    Current Year .........................       107.4         127.8
    Prior Year ...........................        82.1          97.1
                                              --------      --------
   Total Paid ............................       189.5         224.9
   Net Balance at December 31 ............       266.8         280.7
   Plus Reinsurance Recoverables .........       120.2         102.6
                                              --------      --------
    Balance at December 31 ...............    $  387.0      $  383.3
                                              ========      ========

     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 financial
position 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 $236.4 million at December
31, 1997) 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 ($604.5 million) in the event the joint obligor is unable
to meet its obligations.

     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, interest rate swaps and
interest rate caps. 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.

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12. COMMITMENTS AND CONTINGENCIES  (CONTINUED)


     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
interest rate swap and interest rate cap transactions, the contract or notional
amounts do not represent exposure to credit loss. The Company's exposure to
credit loss is limited to those swaps and caps where the Company has an
unrealized gain. The Company has no remaining futures contracts as of December
31, 1997.

     Unless otherwise noted, the Company does not require collateral or other
security to support financial instruments with credit risk.


<TABLE>
<CAPTION>
                                                                          DECEMBER 31
                                                                   -------------------------
                                                                       1997          1996
                                                                   -----------   -----------
                                                                         (IN MILLIONS)
<S>                                                                <C>           <C>
Contract or Notional Amount Financial Instruments Whose Contract
 Amounts Represent Credit Risk
 Commitments to Extend Credit ..................................    $  156.3      $  181.6
 Financial Guarantees ..........................................        40.0          40.9
Financial Instruments Whose Notional or Contract Amounts Exceed
 the Amount of Credit Risk
 Futures Contracts .............................................          --          76.6
 Interest Rate Swap Agreements .................................     1,162.5       1,109.5
 Interest Rate Cap Agreements ..................................       510.0            --
</TABLE>

     COMMITMENTS TO EXTEND CREDIT -- Commitments to extend credit are legally
binding agreements to lend to a customer. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee.
They generally may be terminated by the Company in the event of deterioration in
the financial condition of the borrower. Since some of the commitments are
expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future liquidity requirements. The Company evaluates each
customer's creditworthiness on a case-by-case basis.

     FINANCIAL GUARANTEES -- Financial guarantees are conditional commitments
issued by the Company guaranteeing the performance of the borrower to a third
party. Those guarantees are primarily issued to support public and private
commercial mortgage borrowing arrangements. The credit risk involved is
essentially the same as that involved in issuing commercial mortgage loans.

     ReliaStar Life is a partner in eight real estate joint ventures where it
has guaranteed the repayment of loans of the partnership. As of December 31,
1997, ReliaStar Life had guaranteed repayment of $40.0 million ($40.9 million at
December 31, 1996) of such loans including the portion allocable to the PFA. If
any payment 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 1997 and 1996 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.

     INTEREST RATE SWAP AGREEMENTS -- The Company 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

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12. COMMITMENTS AND CONTINGENCIES  (CONTINUED)


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.
The amount subject to credit risk is approximately equal to the unrealized gain
on the agreements which was $13.3 million at December 31, 1997.


     INTEREST RATE CAP AGREEMENTS -- The Company has entered into interest rate
cap agreements as a hedge against the effects of rising interest rates on the
invested assets supporting a portfolio of single premium deferred annuity
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. The amount subject to credit risk is approximately equal
to the unrealized gain on the agreements which was $.2 million at December 31,
1997.

     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.

     During 1997, the Company closed out of all of its futures contracts and
immediately entered into zero coupon interest rate swaps with similar
maturities. The deferred gain on the closed futures contracts was approximately
$22 million, which is being amortized into income over the life of the
liabilities whose cash flows they supported.

     LEASES

     The Company has operating leases for office space and certain computer
processing and other equipment. Rental expense for these items was $16.7 million
and $13.9 million for 1997 and 1996, respectively.

     Future minimum aggregate rental commitments at December 31, 1997 for
operating leases were as follows:

                   (IN MILLIONS)
- ---------------------------------------------------
  1998 -- $11.5                      2001 -- $ 7.3
  1999 -- $ 9.5                      2002 -- $ 4.5
  2000 -- $ 8.0       2003 and thereafter -- $13.7

NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

     The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 1997 and 1996. Although
management is not aware of any factors that would

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS  (CONTINUED)


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.

     NOTES AND MORTGAGES PAYABLE -- The fair value for publicly traded debt was
based upon quoted market prices. 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.

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS  (CONTINUED)


     The carrying amounts and estimated fair values of the Company's financial
instruments as of December 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
                                                                              1997                             1996
                                                                 -------------------------------   -----------------------------
                                                                    CARRYING           FAIR           CARRYING          FAIR
                                                                     AMOUNT            VALUE           AMOUNT          VALUE
                                                                 --------------   --------------   -------------   -------------
                                                                                          (IN MILLIONS)
<S>                                                              <C>              <C>              <C>             <C>
Financial Instruments Recorded as Assets
 Fixed Maturity Securities ...................................    $  11,146.7      $  11,146.7      $  9,298.2      $  9,298.2
 Equity Securities ...........................................           23.0             23.0            36.9            36.9
 Mortgage Loans on Real Estate
  Commercial .................................................        1,594.9          1,679.1         1,359.6         1,391.9
  Residential and Other ......................................          675.8            687.3           495.8           507.4
 Policy Loans ................................................          663.3            663.3           549.0           549.0
 Cash and Short-Term Investments .............................          153.8            153.8           115.2           115.2
 Other Financial Instruments Recorded as Assets ..............          704.3            704.3           534.7           534.7
Financial Instruments Recorded as Liabilities
 Investment Contracts
   Deferred Annuities ........................................       (7,753.1)        (7,321.6)       (6,970.9)       (6,547.9)
   GICs ......................................................          (62.5)           (90.0)          (74.7)         (102.0)
   Supplementary Contracts and                                                                                    
    Immediate Annuities ......................................         (337.1)          (330.5)         (134.5)         (131.4)
   Other Investment Contracts ................................         (454.9)          (454.9)         (488.3)         (488.3)
 Claim and Other Deposit Funds ...............................         (148.1)          (148.1)         (123.6)         (123.6)
 Notes and Mortgages Payable .................................         (251.9)          (252.4)         (169.8)         (170.4)
 Other Financial Instruments Recorded as Liabilities .........         (285.4)          (285.4)         (229.0)         (229.0)
Off-Balance Sheet Financial Instruments                                                                         
 Financial Guarantees ........................................             --             (3.5)             --            (4.5)
 Interest Rate Swaps .........................................             --             13.3              --            10.8
</TABLE>

     Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial instrument.
These estimates do not reflect any premium or discount that could result from
offering for sale at one time the Company's holdings of a particular financial
instrument. Because no market exists for a significant portion of the Company's
financial instruments, fair value estimates are based on judgments regarding
future expected loss experience, current economic conditions, risk
characteristics of various financial instruments and other factors. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.

     Fair value estimates are based on existing on and off-balance sheet
financial instruments without attempting to estimate the value of anticipated
future business and the value of assets and liabilities that are not considered
financial instruments. In addition, the tax ramifications related to the
realization of the unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in the estimates.

<PAGE>


   
                                  APPENDIX A
    

                               THE FIXED ACCOUNT

     The Fixed Account consists of all of our assets other than those in our
separate accounts. We have complete ownership and control of all of the assets
of the Fixed Account.

     Because of exemptions and exclusions contained in the Securities Act of
1933 and the Investment Company Act of 1940, the Fixed Account has not been
registered under these acts. Neither the Fixed Account nor any interest in it is
subject to the provisions of these acts and as a result the SEC has not reviewed
the disclosures in this Prospectus relating to the Fixed Account. However,
disclosures relating to the Fixed Account are subject to generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

     We guarantee both principal and interest on amounts credited to the Fixed
Account. We credit interest at an effective annual rate of at least 4%,
independent of the investment experience of the Fixed Account. From time to
time, we may guarantee interest at a rate higher than 4%.

     ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS
OF 4% PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME THE RISK
THAT INTEREST CREDITED TO THE FIXED ACCOUNT MAY NOT EXCEED THE MINIMUM GUARANTEE
OF 4% FOR A GIVEN YEAR.

     We do not use a specific formula for determining excess interest credits.
However, we consider the following:

     * General economic trends,

     * Rates of return currently available on our investments,

     * Rates of return anticipated in our investments, regulatory and tax
       factors, and

     * Competitive factors.

     We are not aware of any statutory limitations to the maximum amount of
interest we may credit and our Board of Directors has not set any limitations.

     The Fixed Accumulation Value of the Policy is the sum of the Net Premiums
credited to the Fixed Account. It is increased by transfers and Loan Amounts
from the Variable Account, and interest credits. It is decreased by Monthly
Deductions and partial withdrawals taken from the Fixed Account and transfers to
the Variable Account. The Fixed Accumulation Value will be calculated at least
monthly on the monthly anniversary date.

     You may transfer all or part of your Fixed Accumulation Value to the
Sub-Accounts of the Variable Account, subject to the following transfer
limitations:

     *    The request to transfer must be postmarked no more than 30 days before
          the Policy Anniversary and no later than 30 days after the Policy
          Anniversary. Only one transfer is allowed during this period.

     *    The Fixed Accumulation Value after the transfer must be at least equal
          to the Loan Amount.

     *    No more than 50% of the Fixed Accumulation Value (minus any Loan
          Amount) may be transferred unless the balance, after the transfer,
          would be less than $1,000. If the balance would be less than $1,000,
          the full Fixed Accumulation Value (minus any Loan Amount) may be
          transferred.

     *    You must transfer at least:

          -- $500, or

          -- the total Fixed Accumulation Value (minus any Loan Amount) if less
             than $500.

     We make the Monthly Deduction from your Fixed Accumulation Value in
proportion to the total Accumulation Value of the Policy.

     The Surrender Charge described in the Prospectus applies to the total
Accumulation Value, which includes the Fixed Accumulation Value. If the Owner
surrenders the Policy for its Cash Surrender Value, the Fixed Accumulation Value
will be reduced by any applicable Surrender Charge, any Loan Amount and unpaid
Monthly Deductions applicable to the Fixed Account.

<PAGE>

   
                                  APPENDIX B


                       CALCULATION OF ACCUMULATION VALUE
    

     The Accumulation Value of the Policy is equal to the sum of the Variable
Accumulation Value plus the Fixed Accumulation Value.


VARIABLE ACCUMULATION VALUE

     The Variable Accumulation Value is the total of your values in each
Sub-Account. The value for each Sub-Account is equal to:

1 multiplied by 2, where:

1
Is your current number of Accumulation Units (described below).

2
Is the current Unit Value (described below).

  The Variable Accumulation Value will vary from Valuation Date to Valuation
Date (described below) reflecting changes in 1 and 2 above.

     ACCUMULATION UNITS. When transactions are made which affect the Variable
Accumulation Value, dollar amounts are converted to Accumulation Units. The
number of Accumulation Units for a transaction is found by dividing the dollar
amount of the transaction by the current Unit Value.

     The number of Accumulation Units for a Sub-Account increases when:

     * Net Premiums are credited to that Sub-Account; or

     * Transfers from the Fixed Account or other Sub-Accounts are credited to
       that Sub-Account.

     The number of Accumulation Units for a Sub-Account decreases when:

     * You take out a Policy loan from that Sub-Account;

     * You take a partial withdrawal from that Sub-Account;

     * We take a portion of the Monthly Deduction from that Sub-Account; or

     * Transfers are made from that Sub-Account to the Fixed Account or other
       Sub-Accounts.

     UNIT VALUE. The Unit Value for a Sub-Account on any Valuation Date is equal
to the previous Unit Value times the Net Investment Factor for that Sub-Account
(described below) for the Valuation Period (described below) ending on that
Valuation Date. The Unit Value was initially set at $10 when the Sub-Account
first purchased Fund shares.

     NET INVESTMENT FACTOR. The Net Investment Factor is a number that reflects
charges to the Policy and the investment performance during a Valuation Period
of the Fund in which a Sub-Account is invested. If the Net Investment Factor is
greater than one, the Unit Value is increased. If the Net Investment Factor is
less than one, the Unit Value is decreased. The Net Investment Factor for a
Sub-Account is determined by dividing 1 by 2.

(1 / 2), where:

1
Is the result of:

   *  The net asset value per share of the Fund shares in which the Sub-Account
      invests, determined at the end of the current Valuation Period;

   *  Plus the per share amount of any dividend or capital gain distributions
      made on the Fund shares in which the Sub-Account invests during the
      current Valuation Period;

   *  Plus or minus a per share charge or credit for any taxes reserved which we
      determine has resulted from the investment operations of the Sub-Account
      and to be applicable to the Policy.


<PAGE>

2
Is the result of:

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

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

     VALUATION DATE; VALUATION PERIOD. A Valuation Date is each day the New York
Stock Exchange is open for trading. A Valuation Period is the period between two
successive Valuation Dates, commencing at the close of business of a Valuation
Date and ending at the close of business on the next Valuation Date.

FIXED ACCUMULATION VALUE
     The Fixed Accumulation Value on the Policy Date is your Net Premium
credited to the Fixed Account on that date minus the Monthly Deduction
applicable to the Fixed Accumulation Value for the first Policy Month.

     After the Policy Date, the Fixed Accumulation Value is calculated as:

1 + 2 + 3 + 4 - 5 - 6, where:

1
Is the Fixed Accumulation Value on the preceding Monthly Anniversary, plus
interest from the Monthly Anniversary to the date of the calculation.

2
Is the total of your Net Premiums credited to the Fixed Account since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation.

3
Is the total of your transfers from the Variable Account to the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.

4
Is the total of your Loan Amounts transferred from the Variable Account since
the preceding Monthly Anniversary.

5
Is the total of your transfers to the Variable Account from the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation.

6
Is the total of your partial withdrawals from the Fixed Account since the
preceding Monthly Anniversary, plus interest from the date of withdrawal to the
date of the calculation.

     If the date of the calculation is a Monthly Anniversary, we also reduce the
Fixed Accumulation Value by the applicable Monthly Deduction for the Policy
Month following the Monthly Anniversary.

     The minimum interest rate applied in the calculation of the Fixed
Accumulation Value is an effective annual rate of 4%. Interest in excess of the
minimum rate may be applied in the calculation of your Fixed Accumulation Value
in a manner which our Board of Directors determines.


<PAGE>

   
                                  APPENDIX C


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

     The following tables illustrate how the Accumulation Values, Cash Surrender
Values, and Death Benefits of a Policy may change with the investment experience
of the Variable Account. The tables show how the Accumulation Values, Cash
Surrender Values, and Death Benefits of a Policy issued to a hypothetical
Insured (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-3 through C-8 illustrate a Policy issued to a male
Age 40, in a standard Rate Class and qualifying for nonsmoker rates. The
Accumulation Values, Cash Surrender Values, and Death Benefits would be lower if
the Insured was 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-3 through C-5) or the Variable Amount Death Benefit Option
(Tables at pages C-6 through C-8) is illustrated.

     The amounts shown for the Accumulation Values, Cash Surrender Values, and
Death Benefits reflect the fact that the net investment return of the
Sub-Accounts of the Variable Account is lower than the gross, after-tax return
on the assets held in the Funds as a result of the Funds' operating expenses.
The values shown take into account the daily total operating expenses paid by
the three funds available through The Alger American Fund, the five portfolios
of the Fidelity VIP, the four portfolios of the Fidelity VIP II, the four funds
of the Janus Aspen Series, the two funds of the Neuberger&Berman Advisors
Management Trust, the five funds available through Northstar Variable Trust, the
four funds of the OCC Accumulation Trust, and the six funds of Putnam Variable
Trust, which together are assumed to be at an average annual rate of 0.76% for
all years. This figure is derived based on a simple average of the Funds' 1997
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
- -0.76%, 5.24%, and 11.24%, respectively. Without such expense reimbursements,
total expenses would be 0.88%. Hypothetical Accumulation Values, Cash Surrender
Values and the Death Benefits may be lower without the expense reimbursement.
Expense reimbursements are voluntary. While it is currently anticipated that
expense reimbursements will continue past the current year, there is no
assurance of ongoing reimbursements.

     The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes attributable to the Variable Account because we do not
currently make any such charges. However, such charges may be made in the future
and, in that event, the gross annual investment return would have to exceed 0
percent, 6 percent, or 12 percent by an amount sufficient to cover the tax
charges in order to produce the Accumulation Values, Cash Surrender Values, and
Death Benefits illustrated. (See section entitled "Federal Tax Matters" in the
prospectus).
    


<PAGE>

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

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


<PAGE>

   
                       RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 95
    

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

                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%



   
<TABLE>
<CAPTION>
                          GUARANTEED COSTS                                  CURRENT COSTS
           ----------------------------------------------   ---------------------------------------------
            ACCUMULATION     CASH SURRENDER       DEATH      ACCUMULATION     CASH SURRENDER      DEATH
 POLICY         VALUE             VALUE          BENEFIT         VALUE             VALUE         BENEFIT
  YEAR         (1) (2)           (1) (2)         (1) (2)        (1) (2)           (1) (2)        (1) (2)
- --------   --------------   ----------------   ----------   --------------   ----------------   ---------
<S>        <C>              <C>                <C>          <C>              <C>                <C>
 1                744                 0          100,000*          809                 0        100,000*
 2              1,459                 0          100,000*        1,591                 0        100,000*
 3              2,146                 0          100,000*        2,346               136         100,000
 4              2,804               404          100,000         3,070               670         100,000
 5              3,430             1,030          100,000         3,764             1,364         100,000
 6              4,024             1,864          100,000         4,426             2,266         100,000
 7              4,583             2,663          100,000         5,056             3,136         100,000
 8              5,107             3,427          100,000         5,651             3,971         100,000
 9              5,594             4,154          100,000         6,210             4,770         100,000
10              6,041             4,841          100,000         6,731             5,531         100,000
11              6,445             5,485          100,000         7,245             6,285         100,000
12              6,801             6,081          100,000         7,716             6,996         100,000
13              7,103             6,623          100,000         8,139             7,659         100,000
14              7,346             7,106          100,000         8,506             8,266         100,000
15              7,522             7,522          100,000         8,815             8,815         100,000
20              7,204             7,204          100,000         9,263             9,263         100,000
AGE
70                  0                 0                0         3,608             3,608         100,000
**
</TABLE>
    

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

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

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

 ** Policy terminates prior to age 75.

*** Cash Surrender Value does not include the sales charge refund. Based on
    current charges, the sales charge refund would be $0 at the end of Policy
    Year 1 and $683 at the end of Policy Year 2. Based on guaranteed charges,
    the sales charge refund would be $0 at the end of Policy Year 1 and $551 at
    the end of Policy Year 2. A sales charge refund may also apply for 24 months
    following any increase in face amount.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    

<PAGE>

   
                       RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 95
    

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

                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%

   
<TABLE>
<CAPTION>
                          GUARANTEED COSTS                                  CURRENT COSTS
           ----------------------------------------------   ---------------------------------------------
            ACCUMULATION     CASH SURRENDER       DEATH      ACCUMULATION     CASH SURRENDER      DEATH
 POLICY         VALUE             VALUE          BENEFIT         VALUE             VALUE         BENEFIT
  YEAR         (1) (2)           (1) (2)         (1) (2)        (1) (2)           (1) (2)        (1) (2)
- --------   --------------   ----------------   ----------   --------------   ----------------   ---------
<S>        <C>              <C>                <C>          <C>              <C>                <C>
 1                799                 0          100,000*          867                 0        100,000*
 2              1,617                 0          100,000*        1,757               117         100,000
 3              2,452               242          100,000         2,670               460         100,000
 4              3,306               906          100,000         3,606             1,206         100,000
 5              4,176             1,776          100,000         4,563             2,163         100,000
 6              5,061             2,901          100,000         5,541             3,381         100,000
 7              5,960             4,040          100,000         6,541             4,621         100,000
 8              6,873             5,193          100,000         7,560             5,880         100,000
 9              7,798             6,358          100,000         8,599             7,159         100,000
10              8,734             7,534          100,000         9,655             8,455         100,000
11              9,676             8,716          100,000        10,776             9,816         100,000
12             10,620             9,900          100,000        11,919            11,199         100,000
13             11,562            11,082          100,000        13,078            12,598         100,000
14             12,495            12,255          100,000        14,248            14,008         100,000
15             13,412            13,412          100,000        15,427            15,427         100,000
20             17,561            17,561          100,000        21,302            21,302         100,000
AGE
70             18,133            18,133          100,000        33,311            33,311         100,000
75              5,889             5,889          100,000        35,358            35,358         100,000
80                  0                 0                0        28,848            28,848         100,000
**
</TABLE>
    

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

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

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

 ** Policy terminates prior to age 85.

*** Cash Surrender Value does not include the sales charge refund. Based on
    current charges, the sales charge refund would be $37 at the end of Policy
    Year 1 and $732 at the end of Policy Year 2. Based on guaranteed charges,
    the sales charge refund would be $0 at the end of Policy Year 1 and $709 at
    the end of Policy Year 2. A sales charge refund may also apply for 24 months
    following any increase in face amount.

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

<PAGE>

   
                       RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 95
    

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

                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                        INVESTMENT RATE OF RETURN: 12%

   
<TABLE>
<CAPTION>
                           GUARANTEED COSTS                                      CURRENT COSTS
           -------------------------------------------------   -------------------------------------------------
            ACCUMULATION     CASH SURRENDER        DEATH        ACCUMULATION     CASH SURRENDER        DEATH
 POLICY         VALUE             VALUE           BENEFIT           VALUE             VALUE           BENEFIT
  YEAR         (1) (2)           (1) (2)          (1) (2)          (1) (2)           (1) (2)          (1) (2)
- --------   --------------   ----------------   -------------   --------------   ----------------   -------------
<S>        <C>              <C>                <C>             <C>              <C>                <C>
    1               855                 0          100,000*             925                 0          100,000*
    2             1,781               141          100,000            1,930               290          100,000
    3             2,785               575          100,000            3,023               813          100,000
    4             3,874             1,474          100,000            4,212             1,812          100,000
    5             5,055             2,655          100,000            5,504             3,104          100,000
    6             6,335             4,175          100,000            6,908             4,748          100,000
    7             7,724             5,804          100,000            8,438             6,518          100,000
    8             9,232             7,552          100,000           10,103             8,423          100,000
    9            10,870             9,430          100,000           11,917            10,477          100,000
   10            12,650            11,450          100,000           13,894            12,694          100,000
   11            14,585            13,625          100,000           16,122            15,162          100,000
   12            16,688            15,968          100,000           18,566            17,846          100,000
   13            18,972            18,492          100,000           21,244            20,764          100,000
   14            21,453            21,213          100,000           24,179            23,939          100,000
   15            24,151            24,151          100,000           27,401            27,401          100,000
   20            41,805            41,805          100,000           49,118            49,118          100,000
  AGE
   70           117,734           117,734          136,572          148,413           148,413          172,160
   75           193,903           193,903          207,477          249,873           249,873          267,364
   80           316,803           316,803          332,643          417,659           417,659          438,543
   85           507,679           507,679          533,063          687,692           687,692          722,077
   90           795,427           795,427          835,199        1,115,033         1,115,033        1,170,785
   95         1,254,272         1,254,272        1,266,815        1,817,656         1,817,656        1,835,833
</TABLE>
    

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

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

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

 ** Cash Surrender Value does not include the sales charge refund. Based on
    current charges, the sales charge refund would be $95 at the end of Policy
    Year 1 and $732 at the end of Policy Year 2. Based on guaranteed charges,
    the sales charge refund would be $25 at the end of Policy Year 1 and $732 at
    the end of Policy Year 2. A sales charge refund may also apply for 24 months
    following any increase in face amount.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    

<PAGE>

   
                       RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 95
    

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

                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 0%

   
<TABLE>
<CAPTION>
                          GUARANTEED COSTS                                  CURRENT COSTS
           ----------------------------------------------   ---------------------------------------------
            ACCUMULATION     CASH SURRENDER       DEATH      ACCUMULATION     CASH SURRENDER      DEATH
 POLICY         VALUE             VALUE          BENEFIT         VALUE             VALUE         BENEFIT
  YEAR         (1) (2)           (1) (2)         (1) (2)        (1) (2)           (1) (2)        (1) (2)
- --------   --------------   ----------------   ----------   --------------   ----------------   ---------
<S>        <C>              <C>                <C>          <C>              <C>                <C>
 1                741                 0          100,741*          807                 0        100,807*
 2              1,453                 0          101,453*        1,585                 0        101,585*
 3              2,133                 0          102,133*        2,333               123         102,333
 4              2,782               382          102,782         3,049               649         103,049
 5              3,397               997          103,397         3,732             1,332         103,732
 6              3,977             1,817          103,977         4,379             2,219         104,380
 7              4,519             2,599          104,519         4,992             3,072         104,992
 8              5,022             3,342          105,022         5,567             3,887         105,567
 9              5,485             4,045          105,485         6,101             4,661         106,101
10              5,904             4,704          105,904         6,593             5,393         106,593
11              6,275             5,315          106,275         7,073             6,113         107,073
12              6,594             5,874          106,594         7,505             6,785         107,505
13              6,854             6,374          106,854         7,883             7,403         107,883
14              7,048             6,808          107,048         8,198             7,958         108,198
15              7,170             7,170          107,170         8,448             8,448         108,448
20              6,486             6,486          106,486         8,475             8,475         108,475
AGE
70                  0                 0                0         1,682             1,682         101,682
**
</TABLE>
    

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

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

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

 ** Policy terminates prior to age 75.

*** Cash Surrender Value does not include the sales charge refund. Based on
    current charges, the sales charge refund would be $0 at the end of Policy
    Year 1 and $677 at the end of Policy Year 2. Based on guaranteed charges,
    the sales charge refund would be $0 at the end of Policy Year 1 and $545 at
    the end of Policy Year 2. A sales charge refund may also apply for 24 months
    following any increase in face amount.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE 0%
OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    

<PAGE>

   
                       RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 95
    

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

                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                         INVESTMENT RATE OF RETURN: 6%

   
<TABLE>
<CAPTION>
                          GUARANTEED COSTS                                  CURRENT COSTS
           ----------------------------------------------   ---------------------------------------------
            ACCUMULATION     CASH SURRENDER       DEATH      ACCUMULATION     CASH SURRENDER      DEATH
 POLICY         VALUE             VALUE          BENEFIT         VALUE             VALUE         BENEFIT
  YEAR         (1) (2)           (1) (2)         (1) (2)        (1) (2)           (1) (2)        (1) (2)
- --------   --------------   ----------------   ----------   --------------   ----------------   ---------
<S>        <C>              <C>                <C>          <C>              <C>                <C>
 1                797                 0          100,797*          864                 0        100,864*
 2              1,609                 0          101,609*        1,750               110         101,750
 3              2,437               227          102,437         2,656               446         102,656
 4              3,280               880          103,280         3,581             1,181         103,581
 5              4,135             1,735          104,135         4,523             2,123         104,523
 6              5,000             2,840          105,000         5,481             3,321         105,481
 7              5,873             3,953          105,873         6,455             4,535         106,455
 8              6,754             5,074          106,754         7,442             5,762         107,442
 9              7,638             6,198          107,638         8,440             7,000         108,440
10              8,524             7,324          108,524         9,446             8,246         109,446
11              9,406             8,446          109,406        10,505             9,545         110,505
12             10,278             9,558          110,278        11,572            10,852         111,572
13             11,131            10,651          111,131        12,639            12,159         112,639
14             11,958            11,718          111,958        13,697            13,457         113,697
15             12,750            12,750          112,750        14,741            14,741         114,741
20             15,840            15,840          115,840        19,451            19,451         119,451
AGE
70             10,203            10,203          110,203        24,570            24,570         124,570
75                  0                 0                0        17,341            17,341         117,341
**
</TABLE>
    

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

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

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

 ** Policy terminates prior to age 80.

*** Cash Surrender Value does not include the sales charge refund. Based on
    current charges, the sales charge refund would be $34 at the end of Policy
    Year 1 and $732 at the end of Policy Year 2. Based on guaranteed charges,
    the sales charge refund would be $0 at the end of Policy Year 1 and $701 at
    the end of Policy Year 2. A sales charge refund may also apply for 24 months
    following any increase in face amount.

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

<PAGE>

   
                       RELIASTAR LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM TO AGE 95
    

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

                       ASSUMED HYPOTHETICAL GROSS ANNUAL
                        INVESTMENT RATE OF RETURN: 12%

   
<TABLE>
<CAPTION>
                          GUARANTEED COSTS                                  CURRENT COSTS
           ----------------------------------------------   ---------------------------------------------
            ACCUMULATION     CASH SURRENDER       DEATH      ACCUMULATION     CASH SURRENDER      DEATH
 POLICY         VALUE             VALUE          BENEFIT         VALUE             VALUE         BENEFIT
  YEAR         (1) (2)           (1) (2)         (1) (2)        (1) (2)           (1) (2)        (1) (2)
- --------   --------------   ----------------   ----------   --------------   ----------------   ---------
<S>        <C>              <C>                <C>          <C>              <C>                <C>
    1              852                 0       100,852*             922                 0       100,922*
    2            1,773               133        101,773           1,922               282        101,922
    3            2,768               558        102,768           3,007               797        103,007
    4            3,843             1,443        103,843           4,182             1,782        104,182
    5            5,004             2,604        105,004           5,454             3,054        105,454
    6            6,256             4,096        106,256           6,830             4,670        106,830
    7            7,607             5,687        107,607           8,322             6,402        108,322
    8            9,065             7,385        109,065           9,938             8,258        109,938
    9           10,637             9,197        110,637          11,686            10,246        111,686
   10           12,333            11,133        112,333          13,577            12,377        113,577
   11           14,159            13,199        114,159          15,695            14,735        115,695
   12           16,122            15,402        116,122          17,995            17,275        117,995
   13           18,229            17,749        118,229          20,490            20,010        120,490
   14           20,487            20,247        120,487          23,192            22,952        123,192
   15           22,903            22,903        122,903          26,118            26,118        126,118
   20           37,680            37,680        137,680          44,740            44,740        144,740
  AGE
   70           83,120            83,120        183,120         117,208           117,208        217,208
   75          112,761           112,761        212,761         179,899           179,899        279,899
   80          140,932           140,932        240,932         269,293           269,293        369,293
   85          156,202           156,202        256,202         395,514           395,514        495,514
   90          132,230           132,230        232,230         574,805           574,805        674,805
   95           25,275            25,275        125,275         835,561           835,561        935,561
</TABLE>
    

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

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

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

 ** Cash Surrender Value does not include the sales charge refund. Based on
    current charges, the sales charge refund would be $92 at the end of Policy
    Year 1 and $732 at the end of Policy Year 2. Based on guaranteed charges,
    the sales charge refund would be $22 at the end of Policy Year 1 and $732 at
    the end of Policy Year 2. A sales charge refund may also apply for 24 months
    following any increase in face amount.

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY, AND SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY A POLICYHOLDER, AND THE
DIFFERENT INVESTMENT RETURNS FOR THE FUNDS. THE ACCUMULATION VALUE, CASH
SURRENDER VALUE, AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN ABOVE IF THE ACTUAL INVESTMENT RESULTS APPLICABLE TO THE POLICY AVERAGE
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN BE MADE BY US OR BY THE FUNDS
THAT THESE HYPOTHETICAL RETURNS CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.
    

<PAGE>

   
                                  APPENDIX D


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

   
<TABLE>
<CAPTION>

                            CHARGE PER $1,000 OF FACE                             CHARGE PER $1,000 OF FACE
                              AMOUNT (INITIAL FACE                                    AMOUNT (INITIAL FACE
                              AMOUNT OR AMOUNT OF                                     AMOUNT OR AMOUNT OF
  INSURED'S AGE AT POLICY      REQUESTED INCREASE)      INSURED'S AGE AT POLICY       REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   -----------------------   DATE OR EFFECTIVE DATE OF  -------------------------
  INCREASE, AS APPROPRIATE      MALE        FEMALE     INCREASE, AS APPROPRIATE       MALE         FEMALE
- ---------------------------  ----------   ----------  --------------------------  -----------   -----------
<S>                          <C>          <C>         <C>                         <C>           <C>
                0             $  1.00      $  1.00                41               $  19.60      $  16.10
                1                1.10         1.00                42                  20.40         17.20
                2                1.20         1.00                43                  21.30         18.00
                3                1.30         1.00                44                  22.10         18.90
                4                1.40         1.00                45                  23.00         19.50
                5                1.50         1.00                46                  23.90         20.60
                6                1.60         1.00                47                  24.90         21.70
                7                1.80         1.00                48                  25.90         22.50
                8                2.00         1.00                49                  27.00         23.30
                9                2.20         1.20                50                  28.20         24.20
               10                2.50         1.40                51                  29.40         25.20
               11                2.80         1.60                52                  30.70         26.20
               12                3.00         1.80                53                  32.10         27.20
               13                3.20         2.00                54                  33.50         28.00
               14                3.50         2.20                55                  35.00         29.50
               15                3.80         2.40                56                  36.70         30.70
               16                4.00         2.60                57                  38.40         32.00
               17                4.20         2.8                 58                  40.20         33.40
               18                4.50         3.00                59                  42.20         34.80
               19                4.80         3.20                60                  44.30         36.40
               20                5.00         3.50                61                  45.60         38.10
               21                5.30         3.90                62                  45.40         40.00
               22                5.90         4.20                63                  45.30         41.90
               23                6.30         4.50                64                  44.90         43.90
               24                6.90         5.00                65                  44.60         45.50
               25                7.50         5.50                66                  44.30         45.00
               26                7.80         6.10                67                  43.90         44.60
               27                8.40         6.70                68                  43.60         44.10
               28                8.80         7.30                69                  43.30         43.70
               29                9.40         7.70                70                  43.10         43.30
               30               10.00         8.00                71                  42.80         42.90
               31               10.80         8.60                72                  42.60         42.50
               32               11.50         9.20                73                  42.40         42.10
               33               12.30         9.80                74                  42.20         41.70
               34               13.10        10.40                75                  41.90         41.20
               35               14.00        11.00                76                  41.60         40.80
               36               14.90        11.60                77                  41.30         40.40
               37               15.70        12.20                78                  41.00         39.90
               38               16.80        12.80                79                  40.70         39.50
               39               17.90        39.90                80                  40.50         39.10
               40               19.00        15.00
</TABLE>
    

<PAGE>

   
                                  APPENDIX E


             SURRENDER CHARGE GUIDELINE PER $1,000 OF FACE AMOUNT
    

     The following table provides the Surrender Charge Guideline factors that
are used in determining the Sales Charge Refund during the first two Policy
Years or the first two years following a requested increase in Face Amount (see
section entitled "Sales Charge Refund" in Prospectus). The Surrender Charge
Guideline factors are based upon the provisions of Rule 6e-3(T) adopted by the
Securities and Exchange Commission.

   
<TABLE>
<CAPTION>
                            CHARGE PER $1,000 OF FACE                             CHARGE PER $1,000 OF FACE
                              AMOUNT (INITIAL FACE                                    AMOUNT (INITIAL FACE
                              AMOUNT OR AMOUNT OF                                     AMOUNT OR AMOUNT OF
  INSURED'S AGE AT POLICY      REQUESTED INCREASE)      INSURED'S AGE AT POLICY       REQUESTED INCREASE)
 DATE OR EFFECTIVE DATE OF   -----------------------   DATE OR EFFECTIVE DATE OF  -------------------------
  INCREASE, AS APPROPRIATE      MALE        FEMALE     INCREASE, AS APPROPRIATE       MALE         FEMALE
- ---------------------------  ----------   ----------  --------------------------  -----------   -----------
<S>                          <C>          <C>         <C>                         <C>           <C>
                0             $  5.97      $  4.46                41               $  37.23      $  27.91
                1                6.14         4.58                42                  39.06         29.27
                2                6.39         4.77                43                  40.97         30.69
                3                6.67         4.97                44                  42.98         32.19
                4                6.95         5.18                45                  45.09         33.76
                5                7.26         5.40                46                  47.30         35.40
                6                7.58         5.64                47                  49.62         37.14
                7                7.92         5.89                48                  52.07         38.96
                8                8.28         6.15                49                  54.64         40.89
                9                8.66         6.42                50                  57.34         42.91
               10                9.06         6.71                51                  60.18         45.04
               11                9.48         7.02                52                  63.16         47.28
               12                9.92         7.34                53                  66.29         49.64
               13               10.38         7.67                54                  69.58         52.13
               14               10.85         8.03                55                  73.03         54.76
               15               11.34         8.39                56                  76.66         57.53
               16               11.85         8.77                57                  80.47         60.47
               17               12.37         9.17                58                  84.48         63.57
               18               12.91         9.59                59                  88.70         66.87
               19               13.47        10.03                60                  93.15         70.38
               20               14.07        10.49                61                  97.82         74.10
               21               14.69        10.98                62                 102.75         78.05
               22               15.34        11.48                63                 107.93         82.23
               23               16.03        12.02                64                 113.38         86.67
               24               16.76        12.58                65                 119.11         91.37
               25               17.53        13.17                66                 125.14         96.36
               26               18.35        13.79                67                 131.50        101.66
               27               19.21        14.44                68                 138.21        107.32
               28               20.11        15.12                69                 145.30        113.37
               29               21.07        15.84                70                 152.79        119.85
               30               22.08        16.60                71                 160.71        126.78
               31               23.14        17.39                72                 169.07        134.21
               32               24.26        18.22                73                 177.88        142.15
               33               25.43        19.10                74                 187.17        150.62
               34               26.66        20.03                75                 196.97        159.67
               35               27.96        21.00                76                 201.77        167.86
               36               29.32        22.02                77                 212.73        178.12
               37               30.76        23.09                78                 224.41        189.17
               38               32.26        24.21                79                 236.91        201.12
               39               33.84        25.39                80                 250.35        214.09
               40               35.49        26.62
</TABLE>
    

<PAGE>

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


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


<PAGE>


                          UNDERTAKINGS TO FILE REPORTS

         Subject to the terms and conditions of Section 15(d) of the Securities
and Exchange Act of 1934, the undersigned Registrant hereby undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

                              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.

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

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

<PAGE>


   
                                  SIGNATURES

As required by the Securities Act of 1933, and the Investment Company Act of
1940, Registrant Certifies that it meets all of the requirements of
effectiveness of this Amendment to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has caused this Amendment to the
Registration Statement to be signed on its behalf, in the City of Minneapolis
and State of Minnesota, on this 23rd day of April, 1998.


                                        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
Post-Effective Amendment No. 9 to Registration Statement to be signed on its
behalf, in the City of Minneapolis and State of Minnesota, on this 23rd day of
April, 1998.


                                        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 23rd day of April, 1998 by the following
directors and officers of Depositor in the capacities indicated:
    



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

      /S/ JAMES R. MILLER         Senior Vice President, Chief Financial Officer
 -----------------------------    and Treasurer
         James R. Miller
    


*R. Michael Conley     *Wayne R. Huneke      *William R. Merriam
*Richard R. Crowl      *Ronald D. Jarvis     *James R. Miller
*Michael J. Dubes      *Mark S. Jordahl      *Robert C. Salipante
*John H. Flittie       *Kenneth U. Kuk       *John G. Turner

   
A majority of the Board of Directors

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

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

<PAGE>

   
                                    PART II

                      CONTENTS OF REGISTRATION STATEMENT

This Post-Effective Amendment No. 9 to the Registration Statement comprises the
following papers and documents:
    

     The Facing Sheet.

     The general form of Prospectus, consisting of 114 pages.

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

     Rule 484 Undertaking.

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

     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. (Auditor's Consent) -- Filed as part of EX-99.C1.

     The following exhibits:

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

     A.   (1)  Resolutions of Board of Directors of 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).

          (5)  (b)  Accelerated Benefit Rider (Filed in Post-Effective Amendment
                    No. 4)

          (5)  (c)  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.)

<PAGE>

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

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

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

          (8)  (e)  Form of Service Agreement by and between ReliaStar Life
                    Insurance Company and Janus Capital Corporation.* (Filed in
                    485BPOS on August 4, 1997, File No. 2-95392 and incorporated
                    herein by reference.)

          (8)  (f)  Form of Service Agreement by and between ReliaStar Life
                    Insurance Company and Fred Alger Management, Inc.* (Filed in
                    485BPOS on August 4, 1997, File No. 2-95392 and incorporated
                    herein by reference.)

          (8)  (g)  Form of Service Agreement by and between ReliaStar Life
                    Insurance Company and OpCap Advisors.* (Filed in 485BPOS on 
                    August 4, 1997, File No. 2-95392 and incorporated herein by
                    reference.)

          (8)  (h)  Form of Service Agreement by and between ReliaStar Life
                    Insurance Company and Neuberger&Berman Management 
                    Incorporated ("NBMI").* (Filed in 485BPOS on August 4, 1997,
                    File No. 2-95392 and incorporated herein by reference.) 
                    (Filed in 485BPOS on August 4, 1997, File No. 2-95392 and
                    incorporated herein by reference.)

          (8)  (i)  Form of Participation Agreement by and among ReliaStar Life
                    Insurance Company, Neuberger&Berman Advisers Management 
                    Trust, Advisers Managers Trust and NBMI.* (Filed in 485BPOS
                    on August 4, 1997, File No. 2-95392 and incorporated herein
                    by reference.)

          (8)  (j)  Form of Participation Agreement by and between ReliaStar
                    Life Insurance Company and Janus Aspen Series.* (Filed in
                    485BPOS on August 4, 1997, File No. 2-95392 and incorporated
                    herein by reference.)

          (8)  (k)  Form of Participation Agreement by and between ReliaStar
                    Life Insurance Company and Fred Alger Management, Inc.,* 
                    (Filed in 485BPOS on August 4, 1997, File No. 2-95392 and
                    incorporated herein by reference.)

          (8)  (l)  Form of Participation Agreement by and between ReliaStar
                    Life Insurance Company and OpCap Advisors.* (Filed in 
                    485BPOS on August 4, 1997, File No. 2-95392 and incorporated
                    herein by reference.)
    

          (9)  Not applicable.

   
         (10)  (a)  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.)

               (b)  Supplement to Policy Application Form
    

     2.   Opinion and consent of Robert B. Saginaw, Esquire, as to the legality
          of the Securities being registered. See EX-99.2.

     3.   Not applicable.

     4.   Not applicable.

          EX-99.C1. Auditors' Consent.

          EX-99.C2. Not applicable.

          EX-99.C3. Not applicable.

          EX-99.C4. See EX-99.2.

          EX-99.C5. Not applicable.

          EX-99.C6. Actuarial Opinion and Consent.

          EX-99.D1. Memorandum describing 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)

<PAGE>

   
          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.) Powers of Attorney.

                    R. Michael Conley(1)
                    Richard R. Crowl(1)
                    Michael J. Dubes
                    John H. Flittie(1)
                    Wayne R. Huneke(1)
                    Ronald D. Jarvis
                    Kenneth U. Kuk(1)
                    William R. Merriam(1)
                    James R. Miller
                    Robert C. Salipante(1)
                    John G. Turner(1)
- ------------------
    
* Previously Filed

(1) Filed in S-6EL24 on December 23, 1996, File No. 333-18517, and incorporated
    herein by reference.

<PAGE>


                               INDEX TO EXHIBITS

EX-99.2.      Opinion and consent of Robert B. Saginaw, Esquire, as to the
              legality of the Securities being registered.

EX-99.A7.     Form of Policy and Policy Riders.

EX-99.A9.     Supplemental Application.

EX-99.C1.     Independent Auditor's Consent of Deloitte & Touche, LLP.

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

EX-99.24.     Powers of Attorney.




[ReliaStar Life Insurance Company Letterhead]

                                                                   EXIHIBIT 99.2

April 23, 1998


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

Madam/Sir:

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

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

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

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

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

Very truly yours,


/s/ Robert B. Saginaw

Robert B. Saginaw
Counsel




FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Variable and/or Fixed Accumulation Values

Flexible Premiums Payable to the Insured's Age 95

Adjustable Face Amount

Death Benefit Guarantee

Death Benefit Options

Nonparticipating

NOTICE

Right to Return Policy

Please read this policy carefully. If for any reason you do not want it, you may
please return it to us or your agent and ask us to cancel this policy. You must
return it by the latest of:

1. Midnight of the 20th day after you receive it;

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

3. Midnight of the 45th day after the date of the application.

We will then consider this policy void from the start and refund to you all
premiums paid.

We will pay the proceeds according to the Death Benefits portion of the Summary
of Benefits on page 3, if we receive written proof that the insured died while
this policy was in force. This policy also provides other benefits and rights.
We issue this policy in consideration of the application and payment of the
initial premium.

THE AMOUNT OF THE PROCEEDS PAYABLE AT THE INSURED'S DEATH WILL BE AT LEAST EQUAL
TO THE FACE AMOUNT OF THE POLICY AS LONG AS THIS POLICY IS IN FORCE AND THERE IS
NO LOAN AMOUNT OR UNPAID MONTHLY DEDUCTIONS.

THE PERIOD OF TIME THIS INSURANCE STAYS IN FORCE WILL VARY DEPENDING ON THE
INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT, INTEREST CREDITED TO THE FIXED
ACCOUNT, THE AMOUNT OF PREMIUMS YOU PAY, ANY PARTIAL WITHDRAWALS, LOANS, AND
CHARGES MADE AGAINST THIS POLICY. IF YOU PAY PREMIUMS SUFFICIENT TO MAINTAIN THE
DEATH BENEFIT GUARENTEE, WE GUARENTEE THIS POLICY WILL STAY IN FORCE DURING THE
DEATH BENEFIT GUARENTEE PERIOD SHOWN ON THE POLICY DATA PAGE.

THE VARIABLE ACCUMULATION VALUE WILL INCREASE OR DECREASE REFLECTING THE
INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT.

RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY
Box 20
Minneapolis
Minnesota 55440

Executed at our Home Office

John H. Flittie   President
/s/John H. Flittie

Susan M. Bergen   Secretary
/s/Susan M. Bergen

<PAGE>


INDEX

Accumulation Value                          10
Age and Sex                                 27
Allocation of Premiums                       8
Amendment                                   28
Annual Statement                            28
Beneficiary                                 20
Cash Surrender Value                        15
Cash Value                                  15
Changes in Face Amount                       6
Changes in Death Benefit Option              7
Claims                                      29
Control of Policy                           20
Conversion Right                            27
Death Benefit                                5
Definitions                                  3
Death Benefit Guarantee                      9
Fixed Accumulation Value                    10
General Provisions                          25
Grace Period                                 9
Incontestability                            27
Insured                                      1
Monthly Deduction                           12
Net Premium                                  7
Nonforfeiture Provisions                    14
Ownership                                   20
Partial Withdrawal                          17
Payment of Proceeds                         26
Policy Data Page                             A
Policy Loans                                18
Premiums                                     7
Right to Return Policy                       1
Reinstatement                                9
Settlement Options                          21
Suicide                                     27
Summary of Benefits                          3
Termination                                 27
Transfers                                   15
Variable Accumulation Value                 11
Voting of Mutual Fund Shares                25

Additional benefits and restrictions, if any, are listed on the Policy Data
Page.

<PAGE>


POLICY DATA PAGE
POLICY NUMBER: XX-XXX-XXX
DATE PRINTED:  MO DAY, YEAR

POLICY INFORMATION

OWNER
INSURED
SEX, ISSUE AGE
POLICY DATE
ISSUE DATE
EFFECTIVE DATE

FACE AMOUNT
Initial
Current
Minimum

DEATH BENEFIT OPTION

CORRIDOR PERCENTAGE TABLE

Attained Age               Percentage of Accumulation Value
0-40                       250
45                         215
50                         185
55                         150
60                         130
65                         120
70                         115
75-90                      105
95                         100

For ages not listed, the progressions of percentages is linear between listed
ages.

PREMIUMS

INITIAL PREMIUM

PLANNED PREMIUM
Amount
Frequency

PREMIUM CLASS
Rating Factor

DEATH BENEFIT GUARANTEE PERIOD

MINIMUM MONTHLY PREMIUM

INITIAL PREMIUM ALLOCATION

Form Numbers

<PAGE>


FIXED ACCOUNT INTEREST RATES
Minimum Annual Interest Rate
Loan Interest Rate
Preferred Loan Interest Rate


DEDUCTIONS AND CHARGES

PREMIUM EXPENSE CHARGE
Maximum Sales Charge
Maximum Premium Tax Charge
Maximum Premium Processing Charge

MONTHLY EXPENSE CHARGE
Maximum Monthly Administrative Charge
Death Benefit Guarantee Charge
Monthly Policy Charge
Monthly Amount Charge
Maximum Mortality and Expense Risk Charge
         Policy Years 1-10
         Policy Years 11 and later

TABLE OF SURRENDER CHARGES

CONTINGENT DEFERRED ADMINISTRATIVE CHARGES
CONTINGENT DEFERRED SLAES CHARGES
Surrender Charges grade uniformly by policy month between the consecutive years
shown above.

SURRENDER CHARGE GUIDELINE
(for the Sales Charge Refund)

NONFORFEITURE ITEMS
1980 Commissioner's Standard Ordinary Mortality Table for Nonsmokers, Age
Last Birthday
Nonforfeiture Interest Rate
Percent of Partial Withdrawals

IMPORTANT NOTICE
The Cash Surrender Value will be used to purchase paid-up life at the insured's
age 95. It is possible that coverage will expire prior to that date where either
no premiums are paid following payment of the initial premium, or subsequent
premiums are insufficient to continue coverage to such date.

ADDITIONAL BENEFITS
The cost of the Rider Benefits is included in the Monthly Deductions for the
Basic Benefits of the Policy.

<PAGE>


SUMMARY OF BENEFITS

LIVING BENEFITS

While the insured is alive, subject to this policy's provisions, you may:

1. Change the amount and frequency of your premium payments;

2. Change the allocation of your premiums;

3. Change the Face Amount;

4. Change the Death Benefit Option;

5. Make transfers between accounts;

6. Surrender this policy for cash;

7. Make a partial withdrawal for cash;

8. Receive a cash loan;

9. Assign this policy as collateral;

10. Change the beneficiary;

11. Transfer ownership; and

12. Enjoy any other rights this policy allows.

DEATH BENEFITS

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 a refund of any policy loan interest we have charged but not earned;

Minus any Loan Amount; and

Minus any unpaid Monthly Deductions.

THE CONTRACT

This policy is a legal contract. Read your policy carefully! You rely on us to
provide its benefits; we rely on you to pay its premiums. The entire contract is
this policy and all applications, Policy Data Pages, riders, and amendments
attached at time of issue or agreed upon later.

Unless fraudulent, all statements made by or on behalf of anyone covered by this
policy are representations and not warranties. No statement can be used to
cancel this policy or can be used in our defense if we refuse to pay a claim,
unless it is found in an application, rider, or amendment.

<PAGE>


CHANGES

Policy changes must be in writing and signed by our President or Secretary, or
one of our Vice Presidents or Assistant Secretaries. No agent or any other
person may alter or change the terms and conditions of this policy.

DEFINITIONS

GENERAL DEFINITIONS

IN FORCE

The terms of this policy are in effect.

THE INSURED

The person upon whose life this policy is issued. The Policy Data Page lists the
insured.

PROCEEDS

The amount we pay when the insured dies or when this policy is surrendered.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

DEFINITIONS (CONTINUED)

GENERAL DEFINITIONS

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office.
The form and content of the request or notice must be acceptable to us.

YOU, YOUR

The owner of this policy, as shown on the Policy Data Page, unless changed as
allowed in this policy. The insured owns this policy unless another owner is
named.


POLICY DEFINITIONS

ACCUMULATION UNIT

A unit of measure used to determine the Variable Accumulation Value.

ACCUMULATION VALUE

The total amount that this Policy provides for investment at any time. The
Accumulation Value is the total of the Fixed Accumulation Value and the Variable
Accumulation Value.

<PAGE>


AGE 65, 75, AND 95

The policy anniversary on or next following the insured's 65th, 75th, and 95th
birthdays, respectively.

CASH VALUE

The Accumulation Value minus any Surrender Charge.

CASH SURRENDER VALUE

The amount payable to you if you surrender this policy. It is the Cash Value
minus any Loan Amount and unpaid Monthly Deductions.

THE CODE

The Internal Revenue Code of 1954, as amended.

FACE AMOUNT

The minimum Death Benefit payable as long as this policy is in force. The
initial Face Amount is shown on the Policy Data Page. You may change the Face
Amount as described in this policy.

FIXED ACCOUNT

All our assets other than those allocated to the Variable Account or any other
separate account. We have complete ownership and control of the assets in the
Fixed Account.

LOAN AMOUNT

The sum of all unpaid policy loans.

MONTHLY ANNIVERSARY

The same date in each succeeding month as your Policy Date. Whenever your
Monthly Anniversary falls on a date other than a Valuation Date, the Monthly
Anniversary will 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 Data Page shows the Policy
Date.

DEFINITIONS (CONTINUED)

SUB-ACCOUNT

A subdivision of the Variable Account. Each Sub-account invests exclusively in
the shares of one of the mutual funds shown on the Policy Data Page, or added
later.

<PAGE>


VALUATION DATE

The close of business each day that the New York Stock Exchange is open for
trading and valuations have not been suspended by the Securities and Exchange
Commission. A Valuation Date may be any other day on which there is sufficient
trading in the mutual funds' portfolio to materially affect the Accumulation
Unit Value in the corresponding Sub-account.

VALUATION PERIOD

The period of time between a Valuation Date and the next Valuation Date.

VARIABLE ACCOUNT

Select*Life Variable Account, a separate investment account of ours. The
Variable Account is used only to receive and invest Net Premiums paid under our
variable life insurance policies. The assets of the Variable Account will be
valued on each Valuation Date. We have complete ownership and control of the
assets in the Variable Account.

Assets of the Variable Account equal to its liabilities will not be charged with
liabilities arising out of any other business we conduct. However, we may
transfer any assets which exceed the liabilities of the Variable Account to our
Fixed Account.

The Variable Account is treated as a unit investment trust under federal
securities laws. It is registered with the Securities and Exchange Commission
according to the Investment Company Act of 1940. It was established under the
State of Minnesota's insurance laws. Any change in the investment policy of the
Variable Account must be approved by the Department of Commerce of the State of
Minnesota according to the approval process on file with the State.

DEATH BENEFIT

This policy has two Death Benefit Options. The Death Benefit Option in effect is
shown on the Policy Data Page. All values are determined as of the Valuation
Date on or next following the date of the insured's death. The two Death Benefit
Options are:

OPTION A (LEVEL AMOUNT OPTION) - The Death Benefit is the greater of:

1.
The Face Amount; or

2.
The Accumulation Value multiplied by the Corridor Percentage, according to the
insured's attained age, as shown on the Policy Data Page.

OPTION B (VARIABLE AMOUNT OPTION) - The Death Benefit is the greater of:

1.
The Face Amount plus the Accumulation Value; or

2.
The Accumulation Value multiplied by the Corridor Percentage, according to the
insured's attained age, as shown on the Policy Data Page.

<PAGE>


REQUESTED CHANGES IN FACE AMOUNT

After the second policy year, you may request an increase or decrease in your
Face Amount by notifying us in writing. Changes in Death Benefit Option also
change the Face Amount. (See Changes in Death Benefit Option.)

INCREASES

Increases in Face Amount must be at least $5,000. You cannot increase the Face
amount after the insured's Age 75.

We may require written proof that the insured is still insurable before making
an increase. An approved increase goes into effect on the Monthly Anniversary on
or next following the date of the approval. At least two years must lapse
between increases.

An increase is subject to a free look period during which you have the right to
request us to cancel the increase and receive a refund. The request must be made
by the latest of:

1.
Midnight of the 20th day after you receive the new Policy Data Page for the
increase;

2.
Midnight of the 20th day after a written Notice of Right of Withdrawal is mailed
or delivered to you; or

3.
Midnight of the 45th day after the date of your written request for the
increase.

If you cancel an increase during this period, we will restore the Accumulation
Value by refunding the amount of any deductions and charges associated with the
increase, or, upon request, you can receive that amount in cash.

DECREASES

You cannot decrease the Face Amount below the Minimum Face Amount shown on the
Policy Data Page. If, following a requested decrease in Face Amount, this Policy
would no longer qualify as life insurance under federal tax law, we will limit
the decrease to an amount that would maintain that qualification.

Changes go into effect on the Monthly Anniversary on or next following the date
we receive your request. At least six months must elapse between decreases.

For the purpose of determining the cost of insurance when more than one Premium
Class applies to the current Face Amount, the Face Amount will be reduced in the
following order:

1. The Face Amount provided by the most recent increase;

2. The next most recent increases successively; and

3. The initial Face Amount.

<PAGE>


REQUESTED CHANGES IN FACE AMOUNT (CONTINUED)

EFFECT OF REQUESTED CHANGES IN FACE AMOUNT

A change in Face Amount will affect the Monthly Deduction because the cost of
insurance and the Monthly Expense Charge are based on the Face Amount. The cost
of certain rider benefits may also be affected.

If the Death Benefit Guarantee is in effect, we will calculate a new Minimum
Monthly Premium for the Death Benefit Guarantee from the effective date of the
change in Face Amount. Additional premium payments may be required to maintain
the Death Benefit Guarantee. A decrease in Face Amount will reduce the Minimum
Monthly Premium. We will send you a new Policy Data Page with the new Minimum
Monthly Premium.

An increase in Face Amount will increase Surrender Charges. We will send you a
new Policy Data Page showing the amount and duration of the new Surrender
Charges. Decreases in Face Amount do not reduce the Surrender Charge.

CHANGES IN DEATH BENEFIT OPTION

You may request in writing to change the Death Benefit Option. A change in Death
Benefit Option will also change the Face Amount. If you change from Option A
(Level Amount Option) to Option B (Variable Amount Option), the Face Amount is
decreased by an amount equal to the Accumulation Value on the effective date of
the change. The change is effective on the Monthly Anniversary on or next
following the date we receive your request. You cannot change the Death Benefit
Option if the resulting Face Amount would fall below the Minimum Face Amount
shown on the Policy Data Page.

If you change from Option B (Variable Amount Option) to Option A (Level Amount
Option), the Face Amount is increased by an amount equal to the Accumulation
Value on the effective date of the change. The change is effective on the
Monthly Anniversary on or next following the date we receive your request. We do
not require proof of insurability for this increase.

A change in Face Amount due to a change in Death Benefit Option will affect the
Monthly Deduction because the cost of insurance and the Monthly Expense Charge
depend on the Face Amount. The cost of certain rider benefits may also be
affected.

The Surrender Charges will not be affected by a change in the Death Benefit
Option.

PREMIUMS

There is no insurance under this policy until the initial premium is paid. The
initial premium is shown on the Policy Data Page. All premiums are payable in
advance of the period to which they apply.

NET PREMIUMS

When you pay a premium, we deduct the Premium Expense Charge. The Premium
Expense Charge is equal to 1, plus 2, plus 3, plus 4 (1 + 2 + 3+ 4), where:

1.
Is the premium multiplied by the Sales Charge shown on the Policy Data Page;

<PAGE>


2.
Is the premium multiplied by the Premium Tax Charge shown on the Policy Data
Page;

3.
Is the premium multiplied by the Federal Tax Charge shown on the Policy Data
Page; and

4.
Is the Premium Processing Charge. The Premium Processing Charge is subject to
change, but will not exceed the Maximum Premium Processing Charge shown on the
Policy Data Page.

The amount remaining after we have deducted the Premium Expense Charge from a
premium is the Net Premium. The Net Premium is credited to the Fixed Account and
the Sub-accounts of the Variable Account according to your allocation.

The portion of the Net Premium allocated to the Fixed Account earns interest as
described in the Fixed Accumulation Value provision of the policy.

The portion of the Net Premium allocated to a Sub-account is invested at net
asset value in shares of a specified mutual fund. As of the Policy Date, the
mutual funds in which the Sub-accounts invest are listed on the Policy Data
Page. A Sub-account may be added later or replaced according to the
"Substitution of Mutual Fund Shares" provision of this policy.

PREMIUMS (CONTINUED)

ALLOCATION OF PREMIUMS

The initial allocation of premiums to the Fixed Account and the Sub-accounts of
the Variable Account is specified on the application for this policy, and is
shown on the Policy Data Page. You may change the allocation at any time by
notifying us in writing. Changes will not be effective until the date we receive
your notice, and will only affect premiums we receive on or after that date. You
may allocate 100% to any account or divide your allocation in whole percentage
points totaling 100%. For example, you can select 33%, but not 33-1/3%. We
reserve the right to adjust your allocation to eliminate fractional percentages.

AMOUNT AND TIMING OF PREMIUM PAYMENTS

The amount and frequency of premium payments will affect the Accumulation Value,
the Cash Surrender Value, and how long the insurance will remain in force.

After the initial premium you may determine the amount and timing of premium
payments, within the following restrictions:

1.
We may require proof which satisfies us that the insured is still insurable if
any premium, planned or unscheduled, would increase the difference between the
Death Benefit and the Accumulation Value;

2.
We reserve the right to refuse to accept any premium which would disqualify your
policy for favorable tax treatment under the Code. If premiums paid

<PAGE>


during any Policy Year exceed the maximum permitted under the Code, we will
return the excess premiums with interest to you within 60 days after the end of
the policy year. However, you have the right to pay the premium required to keep
this policy in force to the end of the policy year;

3.
We may refuse to accept any premium less than $25; and

4.
While this policy is in force as paid-up life insurance, you cannot pay
additional premiums.

You may pay premiums by sending them to the address shown below. Please include
your policy number. The current address for payment is:

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

Upon request, we will send you a receipt signed by one of our officers.

PLANNED PERIODIC PREMIUMS

You may pay planned periodic premiums annually, semi-annually, quarterly, or, if
you choose, we can also deduct planned periodic premiums from your bank account
monthly. We will notify you of your planned periodic premium at least once a
year.

The amount and frequency of the initial planned periodic premiums are shown on
the Policy Data Page. You may change the frequency and amount of planned
periodic premiums by notifying us in writing of the change. We reserve the right
to limit the amount of any increase.

We may send you periodic premium notices depending on the frequency and method
of premium payment you have chosen.

UNSCHEDULED ADDITIONAL PREMIUMS

Premiums, other than planned periodic premiums, may be paid at any time except
while this policy is in force as paid-up life insurance. We may limit the number
and amount of these additional payments. (See "Amount and Timing of Premium
Payments" above.)

DEATH BENEFIT GUARANTEE

The Death Benefit Guarantee Period is shown on the Policy Data Page and begins
on the Policy Date. The Death Benefit Guarantee is in effect during the Death
Benefit Guarantee Period if, on each Monthly Anniversary since the Policy Date,
1 is equal to or greater than 2, where:

1.
Is the sum of all premiums paid minus any partial withdrawals and any Loan
Amount; and:

2.
Is the sum of Minimum Monthly Premiums since the Policy Date, including the
Minimum Monthly Premium for the current Monthly Anniversary.

<PAGE>


If the Death Benefit Guarantee is in effect, we guarantee that we will not lapse
your policy, even if the Cash Surrender Value is not sufficient to pay the
Monthly Deduction that is due. Although we determine each month whether or not
you have made sufficient premium payments to maintain the Death Benefit
Guarantee, you do not have to pay premiums monthly.

EXAMPLE: The Policy Date is January 1, 1993. The Minimum Monthly Premium is $100
per month. No partial withdrawals or changes in Face Amount have occurred.

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

Case 2. You pay $1000 on January 1, 1993. The $1,000 will maintain the Death
Benefit Guarantee without your paying any additional premiums for the next 10
months (through October 31, 1993). However, you must pay at least $100 by
November 1, 1993 to maintain the Death Benefit Guarantee.

If, on any Monthly Anniversary you have not made sufficient premium payments to
maintain the Death Benefit Guarantee, we will send you notice of the required
payment. If we do not receive the required payment within 61 days following the
date we mail you written notice, the Death Benefit Guarantee is no longer in
effect and cannot be reinstated.

POLICY CHANGES AFFECTING THE MINIMUM MONTHLY PREMIUM

The Minimum Monthly Premium may be affected by requested changes in Face Amount,
changes in the Death Benefit Option, and may also be changed when a rider is
added or terminated. The new Minimum Monthly Premium will be shown on a new
Policy Data Page and applies from the date of the change.

GRACE PERIOD AND POLICY LAPSE

If the Death Benefit Guarantee is not in effect, the policy will lapse only if,
on any Monthly Anniversary, the Cash Surrender Value plus any Sales Charge
Refund is less than the Monthly Deduction due.

We will only lapse this policy at the end of a 61-day grace period if sufficient
payment is not received. The grace period begins on the date we send you written
notice of the required payment.

If the insured dies during the grace period, we deduct any Loan Amount and any
unpaid Monthly Deductions from the proceeds.

If the Death Benefit Guarantee is in effect, we will not lapse the policy.

REINSTATEMENT

Reinstatement means putting a lapsed policy back in force. You may reinstate
this policy by written request any time within five years after it has lapsed,
as long as it has not been surrendered for its Cash Surrender Value.

To reinstate this policy and any riders:

1.
You must submit proof which satisfies us that all insureds are still insurable;
and

<PAGE>


2.
You must pay a premium large enough to keep the policy and any riders in force
for at least two months.

This policy will be reinstated only as of a Monthly Anniversary. If you have met
the above conditions, and the insured dies before the Monthly Anniversary on
which the policy would be reinstated, we will pay the Death Benefit as of that
Monthly Anniversary.

The Accumulation Value on the date of reinstatement will be the amount provided
by the Net Premium paid to reinstate this policy. Subsequent Accumulation Values
will be calculated as shown in the Accumulation Value provision of this policy.
The Surrender Charges will also be reinstated.

The Death Benefit Guarantee cannot be reinstated.

ACCUMULATION VALUE

The Accumulation Value of this policy is equal to the sum of the Fixed
Accumulation Value plus the Variable Accumulation Value.

FIXED ACCUMULATION VALUE

The Fixed Accumulation Value on the Policy Date is your Net Premium credited to
the Fixed Account on that date minus the Monthly Deduction applicable to the
Fixed Accumulation Value for the first policy month.

After the Policy Date, the Fixed Accumulation Value is calculated as 1 + 2 + 3 +
4 - 5 - 6, where:

1.
Is the Fixed Accumulation Value on the preceding Monthly Anniversary, plus
interest from the Monthly Anniversary to the date of the calculation;

2.
Is the total of your Net Premiums credited to the Fixed Account since the
preceding Monthly Anniversary, plus interest from the date premiums are credited
to the date of the calculation;

3.
Is the total of your transfers from the Variable Account to the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation;

4.
Is the total of your Loan Amount transferred from the Variable Account since the
preceding Monthly Anniversary;

5.
Is the total of your transfers to the Variable Account from the Fixed Account
since the preceding Monthly Anniversary, plus interest from the date of transfer
to the date of the calculation; and

<PAGE>


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.

INTEREST RATE ON THE FIXED ACCUMULATION VALUE

The interest rate applied in the calculation of the Fixed Accumulation Value
will not be less than the Minimum Annual Interest Rate shown on the Policy Data
Page. This rate is an effective annual interest rate compounded yearly. Interest
in excess of the Minimum Annual Interest Rate may be applied in the calculation
of your Fixed Accumulation Value in a manner which our Board of Directors
determines.

The interest rate applied to any portion of the Accumulation Value which
represents the Loan Amount may be less than the interest rate applied to the
rest of the Accumulation Value, but not less than the Minimum Annual Interest
Rate. Interest credited on the loaned Accumulation Value is credited annually on
the Policy Anniversary to the Fixed Account and the Variable Account according
to your premium allocation.

ACCUMULATION VALUE (CONTINUED)

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; and

2.
Is the current Unit Value.

The Variable Accumulation Value will vary from Valuation Date to Valuation Date
reflecting changes in 1 and 2 above.

EXAMPLE: You have 100 Accumulation Units in Sub-account XXX, 50 in Sub-account
YYY, and 0 in Sub-account ZZZ. The Unit Values are: Sub-account XXX is 10.00,
Sub-account YYY is 12.00, and Sub-account ZZZ is 9.00. The number of Units
multiplied by the Unit Value equals the value of each Sub-account as illustrated
below:

                           NUMBER              UNIT
SUB-ACCOUNT               OF UNITS             VALUE                 VALUES
XXX                        100.000             10.00               $1,000.00
YYY                         50.000             12.00                  600.00
ZZZ                          0.000              9.00                    0.00
Total Variable Accumulation Value                      $1,600.00

<PAGE>


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:

1.
Net Premiums are credited to that Sub-account; or

2.
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:

1.
You take out a Policy Loan from that Sub-account;

2.
You take a partial withdrawal from that Sub-account;

3.
We take a portion of the Monthly Deduction from that sub-account; or

4.
Transfers are made from that Sub-account to the Fixed Account or other
Sub-accounts.

EXAMPLE: You have 100 units in Sub-account XXX. The Unit Value is 10.00. You
request a partial withdrawal of $250. The number of units for the partial
withdrawal is $250 divided by 10.00 or 25 units. We decrease the number of
Accumulation Units by the number of units for the partial withdrawal. After the
partial withdrawal, Sub-account XXX has 100 - 25, or 75 Accumulation Units.

UNIT VALUE

The Unit Value for a Sub-account on any Valuation Date is equal to the previous
Unit Value multiplied by the Net Investment Factor for that Sub-account for the
Valuation Period ending on that Valuation Date. The Unit Value was initially set
at 10.00 when the Sub-account first purchased mutual fund shares.

EXAMPLE: The Unit Value for October 1 for Sub-account XXX is 20.00. After the
close of the Stock Market on October 2, the Net Investment Factor is calculated
as 1.01 for that day. The Unit Value increases to 20.00 x 1.01, or $20.20. If
you had 100 Accumulation Units in Sub-account XXX, their value would increase
from $2,000 on October 1 to $2,020 on October 2. ACCUMULATION VALUE (CONTINUED)

NET INVESTMENT FACTOR

The Net Investment Factor is a number that reflects charges to this policy and
the investment performance during a Valuation Period of the mutual fund in which
a Sub-account is invested. If the Net Investment Factor is greater than one, the
Unit Value is increased. If the Net Investment Factor is less than one, the Unit
Value is decreased. The Net Investment Factor for a Sub-account is determined by
dividing 1 by 2, ( 1 / 2 ), where:

<PAGE>


1.
Is the result of:

a.
The net asset value per share of the mutual fund shares in which the Sub-account
invests, determined at the end of the current Valuation Period;

b.
Plus the per share amount of any dividend or capital gain distributions made on
the mutual fund shares in which the Sub-account invests during the current
Valuation Period; and

c.
Plus or minus a per share charge or credit for any taxes reserved for which we
determine to have resulted from the investment operations of the Sub-account and
to be applicable to this policy.

2.
Is the result of:

a.
The net asset value per share of the mutual fund shares held in the Sub-account,
determined at the end of the last prior Valuation Period; and

b.
Plus or minus a per share charge or credit for any taxes reserved for the last
prior Valuation Period which we determine to have resulted from the investment
operations of the Sub-account and to be applicable to this policy.

MONTHLY DEDUCTION (CONTINUED)

The Monthly Deduction is a charge made monthly against the Accumulation Value.
The Monthly Deduction for a policy month will be calculated as 1, plus 2, plus
3, plus 4 (1 + 2 + 3 + 4), where:

1.
Is the cost of insurance for this policy (as described below) for the policy
month;

2.
Is the cost of any rider benefits for the policy month;

3.
Is the Monthly Mortality and Expense Risk Charge (as described below) for the
policy month; and

4.
Is the Monthly Expense Charge (as described below) for the policy month.

The Monthly Deduction is taken from the Fixed Accumulation Value and the
Variable Accumulation Value on a proportionate basis as of the Monthly
Anniversary. For the purpose of determining the proportion of the deduction, the
Fixed Accumulation Value is reduced by the Loan Amount.

<PAGE>


We deduct the portion of the Monthly Deduction from each Sub-account of the
Variable Account by an automatic surrender of Accumulation Units. We make the
deduction based on each Sub-account's proportionate percentage of the
Accumulation Value.

EXAMPLE: Your Fixed Accumulation Value is $5,000. Your Variable Accumulation
Value is $6,000 with Sub-account XXX = $2,000 and Sub-account YYY = $4,000. Your
Loan Amount is $1,000. The Monthly Deduction is $100.

For the purpose of determining the proportions we subtract the $1,000 Loan
Amount from the Fixed Accumulation Value, and then we add the Variable
Accumulation Value. ($5,000 - $1,000) + $6,000, or $10,000.

Monthly Deduction (continued)

The proportionate percentages of the Monthly Deduction are calculated as
follows:

$4,000 divided by $10,000 = 40% from the Fixed Accumulation Value.

$6,000 divided by $10,000 = 60% from the Variable Accumulation Value distributed
as follows:

               $2,000 divided by $10,000 = 20% from Sub-account XXX

               $4,000 divided by $10,000 = 40% from Sub-account YYY.

The $100 Monthly Deduction will be distributed as follows:

40% x $100, or $40, will be taken from the Fixed Account.

20% x $100, or $20, will be taken from Sub-account XXX.

40% x $100, or $40, will be taken from Sub-account YYY.

MONTHLY MORTALITY AND EXPENSE RISK CHARGE

The Monthly Mortality and Expense Risk Charge for a policy month will be
calculated as 1 multiplied by 2, ( 1 x 2 ), where:

1.
Is the Mortality and Expense Risk Charge, which will not exceed the Maximum
Mortality and Expense Risk Charge shown on the Policy Data Page, divided by 12;
and

2.
Is the Variable Accumulation Value on the Monthly Anniversary.

The Monthly Mortality and Expense Risk Charge pays us for assuming the mortality
and expense risks under this policy.

MONTHLY EXPENSE CHARGE

The Monthly Expense Charge for a policy month will be calculated as 1, plus 2,
plus 3, plus 4 (1 + 2 + 3 + 4), where:

<PAGE>


1.
Is the Monthly Administrative Charge. The Monthly Administrative Charge is
subject to change, but will not exceed the Maximum Monthly Administrative Charge
shown on the Policy Data Page;

2.
Is the Death Benefit Guarantee Charge shown on the Policy Data Page;

3.
Is the Monthly Policy Charge. This charge and the Term during which it is
applied are shown on the Policy Data Page; and

4.
Is the Monthly Amount Charge. This charge is equal to the Monthly Amount Charge
per $1,000, as shown on the Policy Data Page, multiplied by the Face Amount
divided by $1,000. This charge applies to the Initial Face Amount and any
increases in Face Amount during the Term shown on the Policy Data Page. The Term
applies to the Initial Face Amount from the Policy Date and to any increases in
Face Amount from the Effective Date of that increase. Any change in Face Amount
due solely to a change of Death Benefit Option does not affect the charge.

COST OF INSURANCE

We determine the cost of insurance on a monthly basis. The cost of insurance for
a policy month is calculated as 1 multiplied by the result of 2 minus 3 [1 x (2
- - 3)] where:

1.
Is the cost of insurance rate as described in the Cost of Insurance Rates
provision of this policy;

2.
Is the Death Benefit at the beginning of the policy month, divided by 1.004074;
and

3.
Is the Accumulation Value at the beginning of the policy month minus any charges
for rider benefits.

The cost of insurance is determined separately for the initial Face Amount and
any increases made later. If the Premium Class for the initial Face Amount is
different from that of an increase, the Accumulation Value used in 3 above will
be first considered a part of the initial Face Amount. If the Accumulation Value
on the Monthly Anniversary exceeds the initial Face Amount, it will be
considered to be part of any increase in the Face Amount in order of the
increases.

MONTHLY DEDUCTION (CONTINUED)

COST OF INSURANCE RATES

The monthly cost of insurance rate for this policy is based on the insured's
sex, issue age, and premium class as shown on the Policy Data Page, and the
policy year. If your Death Benefit is a percentage of the accumulation value as
described under the definition of "Death Benefit" in Level Amount Option, item
2, or Additional Amount Option, item 2, the premium rate class with the

<PAGE>


most recent effective date will apply. Issue age means age last birthday on the
effective date of the coverage. We will determine monthly cost of insurance
rates based upon expectations as to future cost factors. Any change in cost of
insurance rates will apply to all in the same insurance class whose policies
have been in force for the same period of time.

Except for Face Amounts in a rated premium class, the cost of insurance rates
can never be greater than those shown in the Table of Monthly Guaranteed Cost of
Insurance Rates. This table is based on the Commissioners Standard Ordinary
Mortality (CSO) Table shown on the Policy Data Page. For Face Amounts in a rated
premium class, the guaranteed cost of insurance rates are calculated by
multiplying the rates shown in the Table of Guaranteed Cost of Insurance Rates
by the Premium Class Rating Factor shown on the Policy Data Page. The rates may
also be increased by any extra cost of insurance shown on the Policy Data Page.

BASIS OF COMPUTATIONS

Minimum cash values are based on the Commissioners Standard Ordinary Mortality
(CSO) Table and the Nonforfeiture Interest Rate as shown on the Policy Data
Page. Where required, a detailed statement of the method of computation of cash
values under this policy has been filed with the insurance department of the
state in which this policy was delivered. Cash values under this policy are not
less than the minimums required by the state in which this policy was delivered.

NONFORFEITURE PROVISIONS

CONTINUATION OF INSURANCE (EXTENDED INSURANCE)

Even if you do not make additional premium payments your insurance coverage
under this policy, and any benefits provided by rider, will stay in force as
long as the Cash Surrender Value plus any Sales Charge Refund is large enough to
cover the Monthly Deduction. If the Cash Surrender Value plus any Sales Charge
Refund is less than the Monthly Deduction due, we will use the Cash Surrender
Value plus any Sales Charge Refund to continue the insurance during the grace
period.

PAID-UP LIFE INSURANCE

Any time before the insured's Age 95, you may use the Cash Surrender Value to
purchase single premium paid-up life insurance. The amount by which this
insurance exceeds its Cash Value cannot be greater than the amount by which this
policy's Death Benefit exceeds this policy's Accumulation Value. Any Cash
Surrender Value not used to purchase paid-up life insurance will be paid to you
in cash.

If the insured is living at Age 95, the Cash Surrender Value of the policy will
automatically be used to purchase single premium paid-up life insurance.

We base the single premium for paid-up insurance on the insured's sex, age, and
premium class(es) at the time this option is exercised, and the single premium
life insurance rates in effect at that time. These rates may not exceed the net
single premium rates based on the Commissioners Standard Ordinary Mortality
(CSO) Table and the Nonforfeiture Interest Rate, both of which are shown on the
Policy Data Page. The Cash Value of the paid-up life insurance is also
calculated based on the CSO Table and Nonforfeiture Interest Rate.

<PAGE>


To purchase paid-up life insurance, we transfer the Cash Surrender Value of this
policy to the Fixed Account.

If this policy is inforce as paid-up life insurance:

1.
The Accumulation Value provision of this policy no longer applies;

2.
You cannot pay additional premiums;

3.
You cannot make partial withdrawals; and

4.
We do not make any further Monthly Deductions.

NONFORFEITURE PROVISIONS (CONTINUED)

We will put this policy back in force as flexible premium variable life
insurance at any time before the insured's Age 95 if:

1.
You submit proof which satisfies us that all insureds are still insurable;

2.
You pay a premium that, when added to the cash value of the paid-up life
insurance, keeps the policy in force for at least 2 months.

On the Monthly Anniversary on or following the date when you meet the above
requirements, we credit any premiums you pay and the cash value of the paid-up
life insurance in the form of Net Premiums without a Premium Expense Charge. Net
Premiums are credited to the Fixed Account and the Variable Account on the basis
of your allocation in effect when you purchased paid-up life insurance.

After the policy is back in force as flexible premium variable life insurance:

1.
The Face Amount and the Death Benefit Option will be those in effect when you
purchased paid-up life insurance;

2.
You may resume premium payments;

3.
The Accumulation Value provision of this policy applies; and

4.
We resume making Monthly Deductions.

<PAGE>


TRANSFERS

You may request in writing the transfer of all or part of your Accumulation
Value between the Fixed Account and the Sub-accounts of the Variable Account. We
only allow four transfers in a policy year. We consider all transfers received
in the same request and made on the same Valuation Date as one transfer. We make
a transfer on the first Valuation Date after we receive your written request.

We may make a charge for each transfer, but the charge may not exceed $25.00.
All transfers are also subject to any charges and conditions imposed by the
mutual fund whose shares are involved.

TRANSFERS FROM THE FIXED ACCOUNT

To transfer all or part of your Fixed Accumulation Value, you must meet the
following conditions:

1.
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;

2.
The Fixed Accumulation Value after the transfer must be at least equal to the
Loan Amount;

3.
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 fall below $1,000, the full Fixed Accumulation Value (minus
any Loan Amount) may be transferred; and

4.
You must transfer at least:

a.
$500, or

b.
The total Fixed Accumulation Value (minus any Loan Amount) if less than $500.

TRANSFERS FROM A SUB-ACCOUNT

To transfer from a Sub-account, Accumulation Units are redeemed on the next
Valuation Date after we receive your request and their value is reinvested in
other Sub-accounts, or the Fixed Account, as directed in your request.

CASH VALUE, CASH SURRENDER VALUE, TOTAL SURRENDER, AND PARTIAL WITHDRAWAL
BENEFITS

Cash Value

The Cash Value of this policy is the Accumulation Value minus any Surrender
Charge.

The Cash Value is never less than zero.

<PAGE>


CASH SURRENDER VALUE

The Cash Surrender Value of this policy is the Cash Value minus the Loan Amount
and any unpaid Monthly Deductions.

SURRENDER CHARGE

We make a Surrender Charge if you surrender this policy or it lapses. The
Surrender Charge has two parts, the Contingent Deferred Administrative Charge
and the Contingent Deferred Sales Charge. The amount and duration of these
charges is shown on the Policy Data Page. The Contingent Deferred Sales Charge
will never exceed 47.5% of the premiums paid for this policy. The Contingent
Deferred Administrative Charge must be collected in full before any Contingent
Deferred Sales Charge is collected.

INITIAL FACE AMOUNT

At issue, the Contingent Deferred Administrative Charge depends on the Initial
Face Amount and the insured's issue age. The Contingent Deferred Sales Charge
depends on the Initial Face Amount and the insured's sex and issue age.

REQUESTED CHANGES IN FACE AMOUNT

Additional Surrender Charges will apply to any approved increase in Face Amount,
including Face Amount increases resulting from the Insured's Cost of Living
Rider, if included with the policy. The additional Contingent Deferred
Administrative Charge depends on the amount of the increase in Face Amount and
the insured's age on the effective date of the increase. The additional
Contingent Deferred Sales Charge depends on the amount of the increase in Face
Amount and the insured's sex and age on the effective date of the increase. We
will send you written notice of the amount and duration of the additional
Surrender Charge.

If Surrender Charges are shown on an annual basis, they grade uniformly by
policy month between the consecutive years shown.

Any increases or decreases in Face Amount resulting from changes in the Death
Benefit Option, and any requested decreases in Face Amount, do not affect the
Surrender Charges.

SALES CHARGE REFUND

During the first two policy years and the first 24 policy months following the
effective date of an increase in Face Amount, we may be required to refund a
portion of the Contingent Deferred Sales Charge if you surrender this policy.
This refund is called the Sales Charge Refund.

The calculation of the Sales Charge Refund is described below. The Surrender
Charge Guideline used in the calculation depends on the initial Face Amount or
the amount of the increase in Face Amount, the insured's sex, and the insured's
age on the Policy Date or the effective date of the increase. The Surrender
Charge Guideline is shown on the Policy Data Page.

Any amount used in the calculation described below will be determined as of the
effective date of the surrender. For the purposes of these calculations, any
amount that would be less than zero is assumed to be zero.

<PAGE>


INITIAL FACE AMOUNT

If you surrender this policy during the first two policy years, the Sales Charge
Refund will equal 1, plus 2, minus 3, minus 4, ( 1 + 2 - 3 - 4 ), where:

1.
Is Sales Charge portion of the Premium Expense Charge;

2.
Is the Contingent Deferred Sales Charge actually collected. If the Accumulation
Value is less than the Surrender Charge, only a portion of the Contingent
Deferred Sales Charge is actually collected. In that case, the Contingent
Deferred Sales Charge actually collected is equal to the Accumulation Value less
the Contingent Deferred Administrative Charge;

3.
Is 21% of the lesser of (i) the total premiums paid during the first Policy
Year, or (ii) the Surrender Charge Guideline shown on the Policy Data Page; and

4.
Is 9% of premiums paid.

CASH VALUE, CASH SURRENDER VALUE, TOTAL SURRENDER, AND PARTIAL WITHDRAWAL
BENEFITS (CONTINUED)

REQUESTED INCREASES IN FACE AMOUNT

If you surrender this policy during the first 24 policy months following a
requested increase in Face Amount (but after the free look period), the Sales
Charge Refund will equal 1, plus 2, minus 3, minus 4, (1 + 2 - 3 - 4 ), where:

1.
Is the Sales Charge portion of the Premium Expense Charge on premiums
attributable to the increase as described below;

2.
Is the Contingent Deferred Sales Charge actually collected for the increase. If
the Accumulation Value is less than the Surrender Charge, only a portion of the
Contingent Deferred Sales Charge is actually collected. In that case, the
Contingent Deferred Sales Charge actually collected is equal to the Accumulation
Value less the Contingent Deferred Administrative Charge for all face amounts
and less the Contingent Deferred Sales Charge for the Initial Face Amount and
any prior requested increases in Face Amount;

3.
Is 21% of the lesser of (i) the total premiums attributable to the increase
during the first twelve policy months following the increase, or (ii) the
Surrender Charge Guideline for the increase; and

4.
Is 9% of premiums attributable to the increase described below.

The premium attributable to the increase in the Face Amount will equal 1,
multiplied by the sum of 2 and 3, ( 1 x (2 + 3) ), where:

<PAGE>


1.
Is the ratio of the amount of increase in the Surrender Charge Guideline to the
sum of the Surrender Charge Guideline for the Initial Face Amount and each
increase in Face Amount;

2.
Is the Accumulation Value on the effective date of the increase in Face Amount;
and

3.
Is the actual premiums paid on or after the effective date of the increase.

TOTAL SURRENDER

You may surrender this policy for its Cash Surrender Value by sending us a
written request. 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 if you surrender this policy.

PARTIAL WITHDRAWAL

after the first policy year, you may withdraw part of your Cash Surrender Value
by sending us a written request. The amount of any partial withdrawal must be at
least equal to $500.00. The maximum partial withdrawal equals the Cash Surrender
Value multiplied by the Percent of Partial Withdrawal shown on the Policy Data
Page. Only one partial withdrawal is allowed in any policy year. We may make a
charge for each partial withdrawal, but the charge will not exceed $25.00.

Unless you specify, we make partial withdrawals from the Fixed Accumulation
Value and the Variable Accumulation Value on a proportionate basis. For the
purpose of calculating the proportion, the Loan Amount is subtracted from the
Fixed Accumulation Value. (See Monthly Deduction for an example of how we
calculate this proportion.) We make partial withdrawals from a Sub-account by
the automatic surrender of Accumulation Units.

CASH VALUE, CASH SURRENDER VALUE, TOTAL SURRENDER,AND PARTIAL WITHDRAWAL
BENEFITS (CONTINUED)

THE 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, by
an amount equal to the corridor percentage times the amount of the withdrawal.

The Face Amount will be reduced by the amount of the partial withdrawal if
Option A (Level Amount Option) is in effect. We do not allow a withdrawal if the
Face Amount after a partial withdrawal would be less than the Minimum Face
Amount shown on the Policy Data Page. If more than one Premium Class applies to
the current Face Amount, for the purpose of determining the cost of insurance,
the Face Amount will be reduced in the following order:

1.
The Face Amount provided by the most recent increase;

<PAGE>


2.
The next most recent increases successively; and

3.
The initial Face Amount.

If Death Benefit Option B (Variable Amount Option) is in effect, a partial
withdrawal does not affect the Face Amount.

A partial withdrawal may cause the Death Benefit Guarantee to terminate. The
amount of the partial withdrawal is deducted from the total premium paid in
calculating whether sufficient premiums have been paid to maintain the Death
Benefit Guarantee.

POLICY LOANS

After the first policy year, if this policy has a Loan Value, you may take out a
loan from us by written request. We use this policy as security for the loan.
Each loan must be at least $500.

We will not lend you more than the Loan Value. The Loan Value is 1, minus 2, (1
- - 2), where:

1.
Is 75% of the Cash Value; and

2.
Is the existing Loan Amount.

However, if this policy is in force as paid-up life insurance, the Loan Value is
the Cash Value on the next policy anniversary minus loan interest to that date
and any existing Loan Amount.

When we make a policy loan, the amount of the policy loan will be segregated
within the Fixed Accumulation Value of your policy as security for the loan.
Unless you specify, amounts held as security for the loan will come from the
Fixed Accumulation Value and the Variable Accumulation Value on a proportionate
basis. For the purpose of determining the proportion, we subtract any existing
Loan Amount from the Fixed Accumulation Value. (See Monthly Deduction for an
example of how we calculate this proportion.) Amounts equal to the portion of
the policy loans coming from the Sub-accounts of the Variable Account are
transferred to the Fixed Account, reducing the Variable Accumulation Value.
These transfers are not treated as transfers for the purpose of the transfer
charge or the limit on the number of transfers in a policy year.

POLICY LOANS (CONTINUED)

EFFECT OF THE POLICY LOANS

If not repaid, we deduct any unpaid policy loans before paying the proceeds. If,
at any time, the Loan Amount exceeds the Cash Value plus any Sales Charge
Refund, the grace period goes into effect and we may lapse this policy. A loan
may cause the Death Benefit Guarantee to terminate. The Loan Amount is deducted
from the total premiums paid in calculating whether you have paid premiums
sufficient to maintain the Death Benefit Guarantee.

<PAGE>


LOAN INTEREST

We charge interest on the Loan Amount at the Loan Interest Rate shown on the
Policy Data Page, unless we charge a lower rate. After the tenth policy year, we
charge interest at the Preferred Loan Interest Rate shown on the Policy Data
Page on the portion of your Loan Amount that is not greater than the result of (
1 - 2 + 3 ), where:

1.
Is the Accumulation Value;

2.
Is the sum of all premiums paid; and

3.
Is the sum of all Partial Withdrawals.

This result is called the Preferred Loan Amount.

The Preferred Loan Amount is calculated on the date of any loan and on each
policy anniversary thereafter. Policy loan repayments received will be applied
first to reduce the portion of your policy loan that is not the Preferred Loan
Amount, and then to reduce the Preferred Loan Amount.

On the date of any policy loan, interest is due in advance for the remainder of
the policy year. On each policy anniversary thereafter, interest is due in
advance for the next full policy year. Any unpaid interest is added to the Loan
Amount, and we charge interest on it.

REPAYMENT

You may repay all or part of any policy loan during the insured's lifetime. If
not repaid during the insured's lifetime, we deduct the Loan Amount from the
proceeds. We generally consider any payments we receive, planned or unscheduled,
as premium payments. Therefore, when you make a payment on a policy loan, to
avoid a Premium Expense Charge, you must tell us that you are making a loan
payment. We reserve the right to consider any payment we receive as a loan
repayment at our discretion.

Loan repayments reduce the Loan Amount. We will transfer from the Fixed Account
to each Sub-account of the Variable Account, 1 multiplied by 2 ( 1 x 2 ), where:

1.
Is the amount of the loan repayment; and

2.
Is the current proportion used to allocate premiums to that Sub-account.

These transfers are not treated as transfers for the purpose of the transfer
charge or the limit on the number of transfers in a policy year.

DELAY OF PAYMENT ON SURRENDER, PARTIAL WITHDRAWALS AND LOANS

The amount surrendered, withdrawn, or loaned will normally be paid to you within
7 days of:

<PAGE>


1.
Receipt of your written request; and

2.
Receipt of your policy, if required.

We may delay making the payment when we are not able to determine the Variable
Accumulation Value because:

1.
The New York Stock Exchange is closed for trading; or

2.
The Securities and Exchange Commission determines that a state of emergency
exists.

DELAY OF PAYMENT ON SURRENDER, PARTIAL WITHDRAWALS AND LOANS (CONTINUED)

We have the right to delay making a surrender, partial withdrawal, or loan from
the Fixed Account for up to six months from the date we receive your request. If
we delay payment for 30 days or more, we pay interest at an effective annual
rate of 3-1/2% from the date of the surrender, partial withdrawal, or loan
request to the date of payment.

BENEFICIARY

The beneficiary is named to receive the proceeds to be paid at the insured's
death. You may name one or more beneficiaries on the application. Later, you may
name, add, or change beneficiaries by written request as described below. You
may also choose to name a beneficiary whom you cannot change without his or her
consent. This is an irrevocable beneficiary.

NAMING, ADDING, OR CHANGING BENEFICIARIES

You can name, add, or change beneficiaries by written request if all of these
are true:

1.
This policy is in force;

2.
The insured is alive; and

3.
We have the written consent of all irrevocable beneficiaries.

A change will take effect as of the date it is signed but will not affect any
payment we make or action we take before receiving your request.

PAYING PROCEEDS
We pay death proceeds in the following order:

1.
Collateral assignees, if any, have first priority;

<PAGE>


2.
The beneficiary, if any, receives any proceeds that remain. If there is more
than one beneficiary, each receives an equal share, unless you have requested
another method in writing. To receive proceeds, a beneficiary must be living on
the 10th day after the insured's death; then

3.
If there are no beneficiaries, you receive any proceeds that remain.

CONTROL OF POLICY

OWNERSHIP

As owner, you have the rights and duties outlined in this policy. However, we
need the written consent of all irrevocable beneficiaries and collateral
assignees, if you wish to:

1.
Surrender this policy or make a partial withdrawal;

2.
Take out a policy loan;

3.
Change the policy to paid-up life insurance;

4.
Change the owner;

5.
Name or change a contingent owner;

6.
Add a Children's Insurance Rider;

7.
Add an Additional Insured Rider;

8.
Add a Term Insurance Rider;

9.
Change the Face Amount; or

10.
Change the Death Benefit Option.

CONTROL OF POLICY (CONTINUED)

We need the written consent of all irrevocable beneficiaries, if you wish to:

1.
Change a beneficiary;

2.
Choose or change a Settlement Option; or

<PAGE>


3.
Assign this policy or any of its benefits as collateral.

Your rights, as outlined in this policy, end at the insured's death.

COLLATERAL ASSIGNMENT

You may assign the benefits of this policy as collateral for a debt. This limits
your rights to the Cash Surrender Value and the beneficiary's rights to the
proceeds. A collateral assignment does not change the owner. A collateral
assignee does not have ownership rights.

An assignment is not binding on us until we receive written notice of it. We
assume no responsibility as to the validity of any assignment. When we pay
proceeds, we may rely on what the collateral assignee states as the debt due.

CHANGING OWNERSHIP

You can change the owner of this policy by sending us a written request. This is
called an "absolute assignment." You transfer all your rights and duties as
owner to a new owner. The new owner can then make any change the policy allows.

You can also name a contingent owner who will own this policy at your death. You
may name, change, or withdraw a contingent owner by sending us a written
request.

An absolute assignment or contingent owner request:

1.
Does not change the coverage or the beneficiary;

2.
Applies only if we receive your request;

3.
Takes effect from the date signed;

4.
Does not affect any payment we make or action we take before receiving your
request; and

5.
Is not a collateral assignment.

SETTLEMENT OPTIONS

Settlement Options are ways of paying the proceeds of this policy. These options
apply to:

1.
Payment of proceeds at death; and

2.
Proceeds payable upon full surrender of this policy for its Cash Surrender
Value.

<PAGE>


Proceeds applied under a settlement option no longer earn interest at the rate
applied to the Fixed Account or participate in the investment experience of the
Variable Account.

SETTLEMENT OPTIONS (CONTINUED)

CHOOSING OPTIONS

Settlement Options are chosen or withdrawn by making a written agreement with us
or by sending us written notice. Our approval is needed for an option to be
chosen or withdrawn. Before the insured's death, only you can choose or withdraw
an option. After the insured's death, a beneficiary may choose an option
depending on prior restrictions made by you or a collateral assignee. A change
of beneficiary or owner withdraws all chosen options; you must choose again any
options you want.

We issue a supplemental contract for proceeds applied under any option. We need
not accept an option where less than $2,500 will be applied for each payee. In
this case, we may pay a payee's proceeds in one sum. Under an installment
option, each payment must be at least $25. If needed, we may increase the time
between payments to three months, six months, or a year to make each payment at
least $25.

PAYING PROCEEDS

A payee is one to whom we may pay part or all of the proceeds or interest. The
primary payee is the first person to whom benefits are payable. If the primary
payee dies before we have made all payments under Options 2, 3, or 4, we pay the
remaining payments to any contingent payee. We pay the proceeds in one sum,
unless one or more of the following options are requested and we agree to it. We
will also use any other method of payment that is acceptable to you and to us.

Under Options 2, 3, 4, and 5, we pay the first installment as of the date we
issue a supplemental contract to pay the proceeds.

Under Option 6, we pay the first installment at the end of the interval it
applies to.

OPTION 1

The proceeds are left with us to earn interest. The withdrawal rights, the
length of time we will hold the proceeds, and any future change of option are
subject to our approval.

OPTION 2

We pay the proceeds with interest in equal installments for the amount you
choose at equal intervals until the proceeds and interest are all paid. The
interval you choose may be a month, 3 months, 6 months, or a year. The amount
chosen for each installment must be such that the total installments payable in
any 12 months is at least 7% of the total amount of the proceeds.

The last installment will be for the remaining proceeds and interest, and might
not be equal to the other installments.

<PAGE>


OPTION 3

We pay the proceeds in equal installments at equal intervals for the number of
years you choose. The interval may be a month, three months, six months, or a
year. Use the Option 3 Table to determine the amount of each installment. If you
ask, we will tell you the payment amounts for numbers of years or intervals not
shown.

SETTLEMENT OPTIONS

OPTION 3 TABLE

NUMBER OF                         MONTHLY PAYMENTS
YEARS                             PER $1000
                                  OF PROCEEDS

 5                                $18.12
10                                $ 9.83
15                                $ 7.10
20                                $ 5.75
25                                $ 4.96

OPTION 4

The proceeds are used to provide an annuity with 60, 120, 180, or 240 months
"certain". This means that we continue paying the primary payee in equal monthly
installments for as long as the primary payee lives with a number of months
"certain". "Certain" means that we make payments for at least as long as the
period you choose (either 60, 120, 180, or 240 months), no matter when the
primary payee dies. If the primary payee dies before the "certain" period ends,
the remaining payments are payable to the contingent payee.

We compute the installments using the calendar year in which the proceeds are
applied and the payee's sex and age at that time. We require written proof of
the payee's age. The Option 4 Table shows the amount of each installment for a
120-month "certain" period plus as long after as the primary payee lives. We
compute the amount of each installment for the other "certain" periods on a
similar basis. If you ask, we will tell you any of these payment amounts.

OPTION 4 TABLE

MONTHLY INCOME WITH 120 MONTHS CERTAIN

                  MONTHLY INCOME
                  PER $1000 OF PROCEEDS

                  MALE                 FEMALE
AGE

50                $4.50                $4.23
55                 4.88                 4.56
60                 5.38                 5.00
65                 6.03                 5.58
70                 6.85                 6.38

<PAGE>


SETTLEMENT OPTIONS (CONTINUED)

OPTION 5

The proceeds are used to provide a "joint and two-thirds to survivor" life
income for two payees. We make monthly payments jointly to the two payees as
long as they both live. When one payee dies, the other receives two-thirds of
the amount of the joint monthly payment for life. Payments stop when both payees
have died. We compute the payment amounts using the calendar year in which the
proceeds are applied and the payees' sexes and ages when the proceeds are
applied. The original monthly payment for joint payees, one male and one female,
is shown for selected ages in the Option 5 Table. We will quote values for other
age and sex combinations upon request.

OPTION 5 TABLE

Original Monthly Installment for Each $1000 of Proceeds According to the Age and
Sex of Each Payee.

                      Male Age
Female       60          65         70
Age
60         $5.65       $5.95      $6.29
65          5.99        6.36       6.77
70          6.39        6.86       7.39

OPTION 6 (ANNUITY OPTION)

The proceeds are used to provide an annuity. Each annuity installment is 103% of
the payment that we would make if the payee had used the proceeds to buy a
similar, nonparticipating, single premium immediate annuity at our rates on the
date the proceeds are applied. We pay these installments at the end of the
interval to which they apply. We will not apply this option if a similar option
would be more favorable to the payee when proceeds are applied.

DEATH OF PAYEE

Unless we have agreed otherwise, if a payee dies after we have paid or credited
proceeds under Option 1, we will pay the proceeds and any unpaid interest in one
sum to the payee's estate. Unless we have agreed otherwise, if a payee dies
after we have paid or credited proceeds under Options 2, 3, or 4, we will pay
the remaining payments to any contingent payees. If there are no contingent
payees, we pay the following amounts to the primary payee's estate.

1.
Under Option 2, we will pay any unpaid sum left with us plus any unpaid interest
on that sum.

2.
Under Option 3, we will pay the commuted value (based on interest at an
effective annual rate of 3-1/2%) of any unpaid installments.

3.
Under Option 4, we will pay the commuted value (based on interest at an
effective annual rate of 3-1/2%) of any unpaid installments remaining in the
"certain" period.

<PAGE>


SETTLEMENT OPTIONS (CONTINUED)

PROTECTION OF PROCEEDS

Unless we agree to it, a payee may not do any of the following:

1.
Withdraw any part of the proceeds or interest;

2.
Change the fixed payment intervals or the length of the payment period;

3.
Change the settlement option;

4.
Change the amount of payment;

5.
Surrender the supplemental contract for cash;

6.
Borrow against the supplemental contract; or

7.
Assign the supplemental contract.

If the payee chooses Options 1, 2, or 3, the payee may change the option and
transfer the funds that remain to a new option. This applies unless prevented by
a written agreement with us.

A payee's creditors may not claim any of the proceeds or interest. This
provision applies unless altered by federal or state law.

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
3-1/2%.

In determining amounts to be paid under Options 3 and 4, we assume interest at
an effective annual rate of 3-1/2%. 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.

GENERAL PROVISIONS

VOTING OF MUTUAL FUND SHARES

While this policy is in force, you have the right to instruct us how to vote the
mutual fund shares attributable to this policy. All fund proxy material and
forms used to give voting instructions will be sent to persons having voting
interests.

We will vote the mutual fund shares held in Sub-accounts according to the
instructions received, as long as:

<PAGE>


1.
The Variable Account is registered as a unit investment trust under the
Investment Company Act of 1940; and

2.
The assets of the Variable Account are allocated to Sub-accounts that are
invested in mutual funds shares.

We may vote the mutual fund shares held in the Sub-accounts at our discretion if
we determine that, because of applicable law or regulation, we do not have to
vote the mutual fund shares according to the voting instructions received.

GENERAL PROVISIONS (CONTINUED)

If we do not receive timely voting instructions from you, we will vote the
applicable mutual fund shares in proportion to the instructions which are
received with respect to the other policies providing benefits related to the
applicable Sub-account.

The persons entitled to give voting instructions and the number of votes
affected by their instructions will be determined as of a record date selected
by us, not more than 90 days before the meeting of the applicable mutual fund.

This policy does not give you the right to vote at meetings of our stockholders
and/or policyholders.

SUBSTITUTION OF MUTUAL FUND SHARES

We may substitute shares of another mutual fund for mutual fund shares already
purchased.

We may make a substitution if any of the following occur:

1.
The shares of a mutual fund in which a Sub-account invests are no longer
available for purchase by the Sub-account;

2.
In our judgment, investment in a particular mutual fund becomes inappropriate in
view of the purposes of this policy; or

3.
We deem it necessary under the Investment Company Act of 1940.

We will not substitute any shares attributable to your interest in a Sub-account
of the Variable Account without prior notice to you and prior approval of the
Securities and Exchange Commission, to the extent required by the Investment
Company Act of 1940 or other applicable law.

PAYMENT OF PROCEEDS

We pay all proceeds of this policy from our Home Office in Minneapolis,
Minnesota. Before paying the proceeds, we may require that you send us this
policy. We make payments under Settlement Options 4, 5, and 6 only to a

<PAGE>


natural person in that person's own right. We adjust the proceeds payable on the
death of the insured as follows:

1.
We refund any policy loan interest charged but not earned;

2.
We deduct any Loan Amount; and

3.
We deduct any unpaid Monthly Deductions due on or before the insured's death.

As of the date of death, the proceeds no longer earn interest at the rate
applied to the Fixed Account or participate in the investment experience of the
Variable Account. If payment is delayed more than 30 days, we pay interest on
the proceeds at death for the time between the insured's death and the earlier
of the following:

1.
The date we pay proceeds; or

2.
The date we issue a supplemental contract.

Interest on these funds is never less than an effective annual rate of 3-1/2%.

BENEFITS AT AGE 95

If the insured is living at Age 95, the Cash Surrender Value will automatically
be used to purchase single premium paid-up insurance.

GENERAL PROVISIONS (CONTINUED)

INCONTESTABILITY

This policy has a two-year contestable period running from the Issue Date shown
on the Policy Data Page. After this policy has been in force during the
insured's lifetime for two years from the Issue Date, we cannot claim your
policy is void or refuse to pay any proceeds unless the policy has lapsed.

If you make a Face Amount increase or 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 in Death Benefit.

If this policy is reinstated, this provision will be measured from the date of
reinstatement.

AGE AND SEX

If the insured's age or sex is misstated, the Death Benefit will be the amount
that the most recent cost of insurance would purchase using the current cost of
insurance rate for the correct age and sex.

<PAGE>


SUICIDE

If the insured commits suicide, while sane or insane, within two years of the
Issue Date, we do not pay the Death Benefit. Instead, we refund all premiums
paid on this policy and any attached riders, minus any Loan Amounts and partial
withdrawals.

If you make a Face Amount increase or 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, while 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.

TERMINATION

This policy terminates when any of the following occur:

1.
The required payment is not paid by the end of the grace period;

2.
The insured dies;

3.
The policy is surrendered for its full Cash Surrender Value;

4.
The policy anniversary following the insured's 95th birthday, or

5.
The policy is amended according to the Amendment provision of this policy and
you do not accept the amendment.

If we make a Monthly Deduction from the Accumulation Value after this policy
terminates, the deduction is not considered a reinstatement of the policy or a
waiver of the termination.

CONVERSION RIGHT

During the first two policy years and the first 24 months following the
effective date of an increase in Face Amount, you may, by written request,
"convert" this policy to a policy in which the benefits do not vary with the
investment performance of the Variable Account. This conversion is done by
transferring all or part of your Variable Accumulation Value to your Fixed
Accumulation Value. You must tell us you are exercising your conversion rights
when requesting the transfer. We will then waive the transfer charge and that
transfer is not counted against the limit on the number of transfers in a policy
year. You are allowed only one such transfer in each of these 24-month periods.

If you exercise this conversion right, we will automatically credit all future
premium payments to the Fixed Account, until you specify a change in allocation.
At the time of the transfer, there is no effect on the policy's Death Benefit,
Accumulation Value, Face Amount, net amount at risk, Premium Class, or issue
age.

<PAGE>


GENERAL PROVISIONS (CONTINUED)

ANNUAL STATEMENT

Each year we will send you an annual statement, free of charge, showing the
following:

1.
Face Amount;

2.
Cash Surrender Values;

3.
Accumulation Values;

4.
Premiums paid;

5.
Planned periodic premiums;

6.
Interest credits;

7.
Death Benefit;

8.
Loan Amounts;

9.
Partial withdrawals;

10.
Transfers; and

11.
Charges since the last statement.

We will make a charge not to exceed $50 for any additional statements you
request.

PROJECTION REPORT

If you ask, we will provide a report projecting future results. The report will
be based on the following:

1.
The Death Benefit Option you specify;

1.
Planned periodic premiums you specify;

2.
The Accumulation Value at the end of the prior policy year; and

<PAGE>


3.
Any other assumptions specified by you or us, subject to any limitations imposed
by the Securities and Exchange Commission.

We will make a charge not to exceed $50 for each Projection Report you request.

NONPARTICIPATING

This contract does not entitle you to participate in our surplus.

AMENDMENT

We reserve the right to amend this policy to include any future changes relating
to the following:

1.
Any Securities and Exchange Commission rulings and regulations;

2.
This policy's qualification for treatment as a Life Insurance policy under the
following:

- - The Code;

- - Internal Revenue Service rulings and regulations; and

- - Any requirements imposed by the Internal Revenue Service.

We will send you a copy of any amendments promptly.

DISCLAIMER

We are not liable for any tax or tax penalty you owe resulting from failure to
comply with the requirements of the Code, regulations and rulings imposed on
this policy.

<PAGE>


MODIFICATION RIDER

This rider is part of the base policy whose number is shown below. If not shown
below, the Base Policy Number is shown on the Policy Data Page. This rider is
effective on the Effective Date of your policy, whichever is later.

BASE POLICY NUMBER

It is hereby agreed that this policy is amended as follows. All other policy
provisions remain unchanged.

1. THE COST OF INSURANCE RATES SECTION OF THE MONTHLY DEDUCTION PROVISION OF
YOUR POLICY IS CHANGED TO READ AS FOLLOWS:

MONTHLY DEDUCTION PROVISION

COST OF INSURANCE RATES

The monthly cost of insurance rate for this policy is based on the insured's
issue age, and premium class as shown on the Policy Data Page, and the policy
year. If your Death Benefit is a percentage of the accumulation value as
described under the definition of "Death Benefit" in Level Amount Option, item
2, or Additional Amount Option, item 2, the premium rate class with the most
recent effective date will apply. Issue age means age last birthday on the
effective date of the coverage. We will determine monthly cost of insurance
rates based upon expectations as to future cost factors. Any change in cost of
insurance rates will apply to all in the same insurance class whose policies
have been in force for the same period of time.

Except for Face Amounts in a rated premium class, the cost of insurance rates
can never be greater than those shown in the Table of Monthly Guaranteed Cost of
Insurance Rates. This table is based on the Commissioners Standard Ordinary
Mortality (CSO) Table shown on the Policy Data Page. For Face Amounts in a rated
premium class, the guaranteed cost of insurance rates are calculated by
multiplying the rates shown in the Table of Guaranteed Cost of Insurance Rates
by the Premium Class Rating Factor shown on the Policy Data Page. The rates may
also be increased by any extra cost of insurance shown on the Policy Data Page.

2. THE PAID-UP LIFE INSURANCE OPTION UNDER THE NONFORFEITURE PROVISIONS
PROVISION OF THIS POLICY IS CHANGEDTO READ AS FOLLOWS:

NONFORFEITURE PROVISIONS

PAID-UP LIFE INSURANCE

Any time before the insured's Age 95, you may use the Cash Surrender Value to
purchase single premium paid-up life insurance. The amount by which this
insurance exceeds its Cash Value cannot be greater than the amount by which this
policy's Death Benefit exceeds this policy's Accumulation Value. Any Cash
Surrender Value not used to purchase paid-up life insurance will be paid to you
in cash.

If the insured is living at Age 95, the Cash Surrender Value of the policy will
automatically be used to purchase single premium paid-up life insurance.

<PAGE>


We base the single premium for paid-up insurance on the insured's age and
premium class(Es) at the time this option is exercised, and the single premium
life insurance rates in effect at that time. These rates may not exceed the net
single premium rates based on the Commissioners Standard Ordinary Mortality
(CSO) Table and the Nonforfeiture Interest Rate, both of which are shown on the
Policy Data Page. The Cash Value of the paid-up life insurance is also
calculated based on the CSO Table and Nonforfeiture Interest Rate.

NONFORFEITURE PROVISIONS (CONTINUED)

To purchase paid-up life insurance, we transfer the Cash Surrender Value of this
policy to the Fixed Account.

If this policy is in force as paid-up life insurance:

1.
The Accumulation Value provision of this policy no longer applies;

2.
You cannot pay additional premiums;

3.
You cannot make partial withdrawals; and

4.
We do not make any further Monthly Deductions.

We will put this policy back in force as flexible premium variable life
insurance at any time before the insured's Age 95 if:

1.
You submit proof which satisfies us that all insureds are still insurable;

2.
You pay a premium that, when added to the cash value of the paid-up life
insurance, keeps the policy in force for at least 2 months.

On the Monthly Anniversary on or following the date when you meet the above
requirements, we credit any premiums you pay and the cash value of the paid-up
life insurance in the form of Net Premiums without a Premium Expense Charge. Net
Premiums are credited to the Fixed Account and the Variable Account on the basis
of your allocation in effect when you purchased paid-up life insurance.

After the policy is back in force as flexible premium variable life insurance:

1.
The Face Amount and the Death Benefit Option will be those in effect when you
purchased paid-up life insurance;

2.
You may resume premium payments;

3.
The Accumulation Value provision of this policy applies; and

<PAGE>

4.
We resume making Monthly Deductions.

3. THE SURRENDER CHARGE PROVISION OF YOUR POLICY IS CHANGED TO READ AS FOLLOWS:

SURRENDER CHARGE

We make a Surrender Charge if you surrender this policy or it lapses. The
Surrender Charge has two parts, the Contingent Deferred Administrative Charge
and the Contingent Deferred Sales Charge. The amount and duration of these
charges is shown on the Policy Data Page. The Contingent Deferred Sales Charge
will never exceed 50% of the premiums paid for this policy less the Sales Charge
portion of the Premium Expense Charge. The Contingent Deferred Administrative
Charge must be collected in full before any Contingent Deferred Sales Charge is
collected.

INITIAL FACE AMOUNT

At issue, the Contingent Deferred Administrative Charge depends on the Initial
Face Amount and the insured's issue age. The Contingent Deferred Sales Charge
depends on the Initial Face Amount and the insured's issue age.

REQUESTED CHANGES IN FACE AMOUNT

Additional Surrender Charges will apply to any approved increase in Face Amount,
including Face Amount increases resulting from the Insured's Cost of Living
Rider, if included with the policy. The additional Contingent Deferred
Administrative Charge depends on the amount of the increase in Face Amount and
the insured's age on the effective date of the increase. The additional
Contingent Deferred Sales Charge depends on the amount of the increase in Face
Amount and the insured's age on the effective date of the increase. We will send
you written notice of the amount and duration of the additional Surrender
Charge.

If Surrender Charges are shown on an annual basis, they grade uniformly by
policy month between the consecutive years shown.

Any increases or decreases in Face Amount resulting from changes in the Death
Benefit Option, and any requested decreases in Face Amount, do not affect the
Surrender Charges.

4. THE SALES CHARGE REFUND PROVISION OF YOUR POLICY IS CHANGED TO READ AS
FOLLOWS:

SALES CHARGE REFUND

During the first two policy years and the first 24 policy months following the
effective date of an increase in Face Amount, we may be required to refund a
portion of the Contingent Deferred Sales Charge if you surrender this policy.
This refund is called the Sales Charge Refund.

The calculation of the Sales Charge Refund is described below. The Surrender
Charge Guideline used in the calculation depends on the initial Face Amount or
the amount of the increase in Face Amount, the insured's age on the Policy

<PAGE>


Date or the effective date of the increase. The Surrender Charge Guideline is
shown on the Policy Data Page.

Any amount used in the calculation described below will be determined as of the
effective date of the surrender. For the purposes of these calculations, any
amount that would be less than zero is assumed to be zero.

INITIAL FACE AMOUNT

If you surrender this policy during the first two policy years, the Sales Charge
Refund will equal 1, plus 2, minus 3, minus 4, ( 1 + 2 - 3 - 4 ), where:

1.
Is Sales Charge portion of the Premium Expense Charge;

2.
Is the Contingent Deferred Sales Charge actually collected. If the Accumulation
Value is less than the Surrender Charge, only a portion of the Contingent
Deferred Sales Charge is actually collected. In that case, the Contingent
Deferred Sales Charge actually collected is equal to the Accumulation Value less
the Contingent Deferred Administrative Charge;

3.
Is 21% of the lesser of (i) the total premiums paid during the first Policy
Year, or (ii) the Surrender Charge Guideline shown on the Policy Data Page; and

4.
Is 9% of premiums paid.

REQUESTED INCREASES IN FACE AMOUNT

If you surrender this policy during the first 24 policy months following a
requested increase in Face Amount (but after the free look period), the Sales
Charge Refund will equal 1, plus 2, minus 3, minus 4, (1 + 2 - 3 - 4 ), where:

1.
Is the Sales Charge portion of the Premium Expense Charge on premiums
attributable to the increase as described below;

2.
Is the Contingent Deferred Sales Charge actually collected for the increase. If
the Accumulation Value is less than the Surrender Charge, only a portion of the
Contingent Deferred Sales Charge is actually collected. In that case, the
Contingent Deferred Sales Charge actually collected is equal to the Accumulation
Value less the Contingent Deferred Administrative Charge for all face amounts
and less the Contingent Deferred Sales Charge for the Initial Face Amount and
any prior requested increases in Face Amount;

3.
Is 21% of the lesser of (i) the total premiums attributable to the increase
during the first twelve policy months following the increase, or (ii) the
Surrender Charge Guideline for the increase; and

<PAGE>


4.
Is 9% of premiums attributable to the increase described below.

The premium attributable to the increase in the Face Amount will equal 1,
multiplied by the sum of 2 and 3, ( 1 x (2 + 3) ), where:

1.
Is the ratio of the amount of increase in the Surrender Charge Guideline to the
sum of the Surrender Charge Guideline for the Initial Face Amount and each
increase in Face Amount;

2.
Is the Accumulation Value on the effective date of the increase in Face Amount;
and

3.
Is the actual premiums paid on or after the effective date of the increase.

5. OPTIONS 4 AND 5 OF THE SETTLEMENT OPTIONS PROVISIONS OF YOUR POLICY ARE
CHANGED TO READ AS FOLLOWS:

SETTLEMENT OPTIONS

OPTION 4

The proceeds are used to provide an annuity with 60, 120, 180, or 240 months
"certain". This means that we continue paying the primary payee in equal monthly
installments for as long as the primary payee lives with a number of months
"certain". "Certain" means that we make payments for at least as long as the
period you choose (either 60, 120, 180, or 240 months), no matter when the
primary payee dies. If the primary payee dies before the "certain" period ends,
the remaining payments are payable to the contingent payee.

We compute the installments using the calendar year in which the proceeds are
applied and the payee's age at that time. We require written proof of the
payee's age. The Option 4 Table shows the amount of each installment for a
120-month "certain" period plus as long after as the primary payee lives. We
compute the amount of each installment for the other "certain" periods on a
similar basis. If you ask, we will tell you any of these payment amounts.

OPTION 4 TABLE

Monthly Income with 120 Months Certain

AGE            MONTHLY INCOME
               PER $1,000 OF PROCEEDS

50             $4.37
55             $4.72
60             $5.19
65             $5.81
70             $6.62

OPTION 5

The proceeds are used to provide a "joint and two-thirds to survivor" life
income for two payees. We make monthly payments jointly to the two payees as
long as they both live. When one payee dies, the other receives two-thirds of
the amount of the joint monthly payment for life. Payments stop when both payees
have died. We compute the payment amounts using the calendar year in which the
proceeds are applied and the payees' ages when the proceeds are applied. We will
quote values upon request.

6. THE AGE AND SEX PROVISION(S) OF THE GENERAL PROVISION(S) PORTION OF YOUR
POLICY AND ANY RIDER(S) IS(ARE) REPLACED BY THE FOLLOWING:

GENERAL PROVISION

If the insured's age is misstated, the Death Benefit will be the amount that the
most recent cost of insurance would purchase using the current cost of insurance
rate for the correct age.

<PAGE>


ADDITIONAL INSURED RIDER (AIR)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Base Policy Number is shown on the Policy Data Page.

RIDER DATA
BASE POLICY NUMBER

DEFINITIONS

THE ADDITIONAL INSURED

The person insured under this rider. The Additional Insured is shown on the
Policy Data Page.

THE INSURED

The person insured under the base policy.

YOU, YOUR

The current owner of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office,
in a form we accept. You may get forms for this purpose from us.

BENEFITS

When we have written proof that the Additional Insured died while this rider was
in force, we will pay the AIR Face Amount then in force.

While the Additional Insured is living, you may choose to have the proceeds
applied under any base policy settlement option. After the Additional Insured's
death, a beneficiary may choose to have the proceeds applied under any base
policy settlement option, depending on any prior restrictions made by you and
agreed to by us.

BENEFICIARY

The beneficiary is named to receive the proceeds to be paid at the Additional
Insured's death. You may name one or more beneficiaries on the application.
Later, you may name, add or change beneficiaries by written request if all of
these are true:

1.
The base policy is in force;

2.
This rider is in force;

<PAGE>


3.
The Additional Insured is alive; and

4.
We have the written consent of all irrevocable beneficiaries of this rider.

A change of beneficiary will take effect as of the date it is signed but will
not affect any payment we make or action we take before receiving your notice.

When you name, add, or change a beneficiary, we will assume that this applies to
the base policy unless you tell us that it applies to the Additional Insured
Rider. If you assign the benefits of this rider as collateral for a debt, this
limits the beneficiary's rights to the proceeds.

COST OF INSURANCE AND MONTHLY AMOUNT CHARGES

The total monthly deduction for this rider includes the sum of 1 plus 2, where:

1.
Is the Monthly Amount Charge per $1,000 (shown on the Policy Data Page)
multiplied by the AIR Face Amount divided by $1,000.

This charge applies to the Initial AIR Face Amount and to any increases in AIR
Face Amount during the Term shown on the Policy Data Page. The Term applies to
the Initial Face Amount from the Policy Date of the policy and to any increases
in Face Amount from the Effective Date of that increase.

2.
Is the AIR Face Amount times the monthly cost of insurance rate described below.

COST OF INSURANCE RATES

The monthly cost of insurance rate is based on the Additional Insured's sex,
issue age, and premium class as shown on the Policy Data Page, and the policy
year of the rider. Issue age means age last birthday on the Rider Effective
Date. Policy years of the rider are measured from the Rider Effective Date. We
will determine monthly cost of insurance rates based upon expectations as to
future cost factors for this rider. Any change in cost of insurance rates for
this rider will apply to all in the same insurance class.

Except for Face Amounts in a rated premium class the cost of insurance rates can
never be greater than the rates shown in the Table of Monthly Guaranteed Cost of
Insurance Rates shown on the Policy Data Page. For those in a rated premium
class, the cost of insurance rates are calculated by multiplying the rates shown
in the Table of Monthly Guaranteed Cost of Insurance Rates by the Premium Class
Rating Factor shown on the Policy Data Page. The rates may also be increased by
any extra cost of insurance rates shown on the Policy Data Page.

PAYING PROCEEDS

We pay proceeds in the following order:

<PAGE>


1.
Collateral assignees, if any, have first priority;

2.
The beneficiary, if any, receives any proceeds that remain. If there is more
than one beneficiary, each receives an equal share, unless you have requested
another method in writing. To receive proceeds, a beneficiary must be living on
the 10th day after the Additional Insured's death; then

3.
If there are no beneficiaries, you receive any proceeds that remain.

CONVERSION

The insurance on the life of the Additional Insured may be converted to a new
individual life insurance policy without proof of insurability. This rider may
be converted only:

1.
While the Additional Insured is alive;

2.
While this rider is in force;

3.
Before the Additional Insured reaches age 75; and

4.
While the base policy is in force or within 31 days of the insured's death.

Application for conversion must be in writing. Only you may apply. But if the
insured has died, only the Additional Insured may apply. We may require that you
send us the base policy and this rider so that we can endorse them.

THE NEW POLICY

The amount of the new policy may be for an amount up to the AIR Face Amount in
force at the time of the conversion. The date of the new policy will be the date
of the conversion. The new policy, which will be in the same premium class as
this rider, can be on any of our plans in use at the time of the conversion
that:

1.
We would normally issue;

2.
Provide for a level amount of insurance with level premiums;

3.
Have level premiums that are at least equal to those of the whole life plan we
offer that has the lowest level premiums;

4.
Do not participate in our surplus; and

5.
Do not contain any benefits or rights involving a greater aggregate risk,
relative to premium, than is insured under this policy. However, the new

<PAGE>


policy may contain a disability waiver benefit provision on the Additional
Insured if you give us written proof of the Additional Insured's insurability.

TERMINATION

This rider ends:

1.
On the Rider Expiry Date shown on the Policy Data Page;

2.
If this rider is converted;

3.
If the base policy is surrendered or ends, other than at the insured's death;

4.
31 days after the insured's death. During this 31 days we do not charge you for
the continued coverage;

5.
If you ask us in writing to end this rider. In this case, we may ask that you
return the policy and this rider so that we can endorse them. This rider will
end on the first Monthly Anniversary Date after we receive your written request
to end this rider; or

6.
If the Cash Surrender Value of the base policy is used to purchase paid-up
insurance.

After this rider ends, we are not liable for its benefits, even if we have
included the cost of insurance and monthly amount charges for this rider in the
total monthly deduction for the base policy. We will refund any such amounts
that we deduct after this rider ends.

REINSTATEMENT

If this rider and the base policy lapse, you can reinstate this rider if:

1.
This rider was in effect when the base policy lapsed;

2.
This rider would otherwise not have expired during the time it was lapsed; and

3.
You reinstate the base policy.

To reinstate this rider, you must do both of the following:

1.
Give us proof of insurability for the Additional Insured; and

<PAGE>


2.
Pay a premium large enough to keep the policy and this rider in force for at
least 6 months.

The base policy may be reinstated without this rider, in which case proof and
payment for this rider are not needed.

AGE AND SEX

If the Additional Insured's age or sex is misstated, the Death Benefit will be
the amount that the most recent cost of insurance would purchase using the
current cost of insurance rates for the correct age and sex.

SUICIDE

The Suicide provision of the base policy is changed to also apply to the
Additional Insured from the Rider Issue Date in the same way that it applies to
the insured from the policy's Issue Date. The Suicide provision of the base
policy also applies in this way to any increases in the AIR Face Amount for
which we require evidence of insurability from the effective date of each
increase.

INCONTESTABILITY

This rider has a 2-year contestable period running from the Rider Issue Date.
During this period, we may ask for information that could lead to our contesting
this rider or refusing to pay its benefits. After this rider has been in force
during the Additional Insured's lifetime for 2 years from the Rider Issue Date,
we cannot claim this rider is void or refuse to pay any benefits with respect to
the initial AIR Face Amount unless this rider has lapsed.

If you make an increase in the AIR Face Amount that requires proof of
insurability, that increase has its own 2 year contestable period running from
the effective date of the increase.

If this rider lapses and is then reinstated, this provision will be measured
from the date of reinstatement.

GENERAL PROVISIONS

This rider does not increase any cash or loan values of the base policy.

All base policy provisions apply to this rider, unless changed by this rider.

<PAGE>


Additional Death Benefit Rider (ADB)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Base Policy Number is shown on the Policy Data Page.

BASE POLICY NUMBER

DEFINITIONS

THE INSURED

The person upon whose life the base policy is issued.

YOU, YOU

The current owner of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office.
The form and content of the request or notice must be acceptable to us.

ACCIDENTAL DEATH

Death that is directly caused by external, violent, and accidental bodily
injury. There must be a bruise or wound that can be seen on the outside of the
body, except in the case of drowning or internal injuries revealed by autopsy.
Death must occur within 365 days after the date of this injury.

BENEFITS

We pay the ADB Amount shown on the Policy Data Page to the beneficiary, subject
to the terms of this rider, when we receive written proof that the insured's
death:

1.
Was an Accidental Death as defined above; and

2.
Occurred while the base policy and this rider were in force.

Any benefit we pay under this rider is in addition to the amount payable under
the base policy.

REQUESTED CHANGES IN ADB AMOUNT

After the second policy year, you may request an increase or decrease in your
ADB Amount by notifying us in writing.

<PAGE>


INCREASES

Increases in the ADB Amount must be at least $5,000. You cannot increase the
Face Amount after the policy anniversary on or next following the insured's 60th
birthday.

REQUESTED CHANGES IN ADB AMOUNT (CONTINUED)

We may require written proof that the insured is still insurable before making
an increase. An approved increase goes into effect on the Monthly Anniversary on
or next following the date of the approval.

An increase is subject to a free look period during which you have the right to
request us to cancel the increase and receive a refund. The request must be made
by the latest of:

1.
The 20th day after you receive the new Policy Data Page for the increase; or

2.
The 45th day after the date of your written request.

If you cancel an increase during this period, we will restore the Accumulation
Value by refunding the amount of any deductions and charges associated with the
increase, or, upon request, you can receive that amount in cash.

DECREASES

You cannot decrease the ADB Amount below $5,000.

Changes go into effect on the Monthly Anniversary on or next following the date
we receive you request. At least six months must elapse between decreases.

BENEFITS NOT PROVIDED

We will not pay benefits under this rider when one or more of the following
caused or contributed to death:

1.
Disease, illness, mental illness, or medical or surgical treatment of them;

2.
Any poison, gas, fumes, drug, or sedative that was voluntarily taken, injected,
or inhaled, by the insured;

3.
Suicide, whether the insured was sane or insane;

4.
A felony that the insured committed or tried to commit;

5.
Travel in or descent from any type of aircraft where the insured:

a.
Was a pilot or a crew member;

<PAGE>


b.
Was giving or receiving aviation training; or

c.
Had any duties on the aircraft whether or not they were related to operating it.

6.
An act of war or service in the military of any country at war. WAR is defined
as an armed conflict, whether declared or not, that any country resists. COUNTRY
includes any government or group of governments.

COST OF RIDER BENEFITS

The cost of this rider's benefits is in addition to the cost of the base policy
and is included in the Monthly Deduction. The cost of this rider's benefits is 1
multiplied by 2, divided by 1,000, (1 x 2)/1,000 where:

1.
Is the ADB Rate as described below; and

2.
Is the ADB Amount at the beginning of the policy month.

ADB RATES

The ADB Rates are based on the insured's sex, attained age, and Premium Class
for this rider shown on the Policy Data Page. Attained age means the insured's
age on the prior policy anniversary. The ADB Rates are shown on the Policy Data
Page. For insureds in a Rated Premium Class for this rider, the ADB Rates will
be increased appropriately.

TERMINATION

This rider terminates:

1.
On the Rider Expiry Date;

2.
On the first Monthly Anniversary Date after we receive your written request to
terminate this rider. We may ask that you return the policy and this rider so
that we can endorse them;

3.
When the base policy is surrendered or terminates; or

4.
When the base policy is in force as paid-up life insurance.

After this rider terminates, we are not liable for its benefits. If we deduct
the cost of this rider's benefits after it terminates, it is not considered a
reinstatement of the rider. The deduction will be added back to the Accumulation
Value of the policy as of the date of the deduction.

GENERAL PROVISIONS

This rider does not increase the Accumulation Value, Cash Surrender Value, or
Loan Value of the base policy. All base policy provisions apply to this rider,
unless changed by the rider. The Incontestability provision of the base policy
applies to this rider from the Rider Issue Date, and any increases in ADB Amount
from the date of the increase.

<PAGE>


WAIVER OF SPECIFIED PREMIUM RIDER (WSP)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Rider Data is shown on the Policy Data Page.

RIDER DATA
BASE POLICY NUMBER
RIDER ISSUE DATE
RIDER EXPIRY DATE

DEFINITIONS

THE INSURED

The person insured under the base policy.

YOU, YOUR

The current owner of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office.
The form and content of the request or notice must be acceptable to us.

AGE 5, AGE 60, OR AGE 65

The policy anniversary on or next following the insured's 5th, 60th, or 65th
birthday.

MAXIMUM WSP AGE

Maximum Waiver of Specified Premium Age as shown on the Policy Data Page.

WAR

An armed conflict, whether declared or not, that any country resists.

COUNTRY

Any government or group of governments.

TOTAL DISABILITY

During the first 24 months of the insured's disability, we consider the insured
totally disabled if the insured is unable to work at his or her regular
occupation.

<PAGE>


After the first 24 months of the insured's disability, we consider the insured
totally disabled if the insured is unable to work at any job suited to his or
her education, training, and experience.

We also consider the insured totally disabled if the insured has a Specific
Loss. Specific Loss means the total and permanent loss of any of the following:

1.
The sight in both eyes;

2.
The use of both hands;

3.
The use of both feet; or

4.
The use of one hand and one foot.

In any case, the insured must be totally disabled due to sickness or injury.

BENEFITS

If the insured is totally disabled, this rider provides a monthly benefit. The
monthly benefit is that we credit your base policy with the following premium
amount:

1.
If the insured's age is less than the Maximum WSP Age, as shown on the Policy
Data Page, we credit the greater of a or b, where:

a.
Is the Monthly Specified Premium, as shown on the Policy Data Page; and

b.
Is the sum of i, plus ii, plus iii, (i + ii + iii), where:

i.
Is the Monthly Deduction of the base policy, excluding any mortality and expense
risk charges and the cost of any rider benefits;

ii.
Is the cost of insurance for the Waiver of Specified Premium Rider; and

iii.
Is any base policy premium expense charges associated with i and ii.

2.
If the insured's age is equal to or greater than the Maximum WSP Age, as shown
on the Policy Data Page, we credit the sum of a, plus b, plus c, (a + b + c),
where:

a.
Is the Monthly Deduction of the base policy, excluding any mortality and expense
risk charges and the cost of any rider benefits;

<PAGE>


b.
Is the cost of insurance for the Waiver of Specified Premium Rider; and

c.
Is any base policy premium expense charges associated with a and b.

If the insured is totally disabled at or after Age 5 and before Age 60, the
monthly benefit is payable until the base policy ends or is changed to paid-up
insurance. If the insured becomes totally disabled at or after Age 60 but before
Age 65, the monthly benefit is payable to Age 65 or for 2 years, whichever is
longer. No benefits will be paid if the insured is not totally disabled.

We will not provide benefits for total disability that starts before Age 5,
after Age 65, or while this rider is not in force.

Any benefit payment which would cause this policy to fail to qualify as life
insurance under applicable tax laws, as interpreted by us, will be paid to the
Owner.

Before we will provide the benefits of this rider, the following must be true:

1.
The base policy must be in force;

2.
This rider must be in force;

3.
The insured must be totally disabled; and

4.
1, 2, and 3 must be continuously true for 6 months.

If the base policy enters the grace period during this 6-month period, you must
pay the required premium to keep the policy in force. If we approve your claim,
we will provide monthly benefits beginning on the first monthly anniversary
after the date we approve your claim. Upon approval of your claim, we will also
provide monthly benefits for the period after the date your disability began and
up to the date we approved your claim.

If this rider and the base policy lapse during the first 6 months of total
disability because a premium large enough to cover a Monthly Deduction was not
paid within the grace period, you may still be eligible for this rider's
benefits if:

1.
We receive written notice of claim within 1 year of the date of lapse;

2.
The total disability for which claim is made began before the date of lapse; and

3.
All other terms of this rider are met.

<PAGE>


When the insured is no longer totally disabled, we stop providing the benefits.
If the insured becomes totally disabled again, we consider it a new period of
total disability. The terms of this rider apply to the new period separately
from any earlier period.

COST OF INSURANCE

The cost of insurance for this rider, and the cost of insurance for the base
policy, are determined separately, on a monthly basis. The cost of insurance for
this rider is 1 multiplied by 2; that is, 1 x 2, where:

1.
Is the Waiver of Specified Premium Rate as described below; and

2.
Is the Monthly Specified Premium shown on the Policy Data Page.

WAIVER OF SPECIFIED PREMIUM RATES

The Waiver of Specified Premium Rate is based on the insured's sex, attained
age, and premium class for this rider as shown on the Policy Data Page. Attained
age means age last birthday on the prior policy anniversary. The Waiver of
Specified Premium Rates are shown on the Policy Data Page. For those in a rated
waiver premium class, the Waiver of Specified Premium Rates are calculated by
multiplying the Waiver of Specified Premium Rates shown on the Policy Data Page
by the Waiver Premium Class Rating Factor shown on the Policy Data Page.

NOTICE OF CLAIM

We require written notice of claim before we will provide any future benefits.

We must receive this notice:

1.
While the insured is living;

2.
While the insured is totally disabled; and

3.
Within 1 year of the date that total disability starts. If you cannot give us
notice within 1 year, your claim may still be valid if you show us that you gave
us notice as soon as you could.

PHYSICAL EXAMS

We may require written proof of the insured's total disability before we will
provide any benefits. This proof may include physical exams by doctors we
choose. However, for each period of total disability, we can only require one
exam a year after we have provided the benefits for 2 consecutive years. We
cannot require any exam after the insured's Age 65. We will stop providing the
benefits if you do not give us the proof we ask for.

<PAGE>


FACE AMOUNT CHANGES

The Monthly Specified Premium after any Face Amount increase must be increased,
if necessary, to be greater than or equal to the Minimum Monthly Premium for the
policy as shown on the Policy Data Page.

The Monthly Specified Premium after any Face Amount decrease must be reduced, if
necessary, to be less than or equal to 1/12th of the Guideline Level Premium for
the policy as defined in Section 7702 of the Internal Revenue Code. You may not
make any other Monthly Specified Premium changes.

While we are providing benefits under this rider, you are limited to making
increases in the Face Amount of the base policy under the terms of a future
purchase option rider if one is attached to the base policy. You may not make
any other Face Amount increases while we are providing the benefits.

BENEFITS NOT PROVIDED

This rider does not cover total disability which was the result of any of the
following:

1.
Intentional, self-inflicted injury while sane or insane;

2.
Bodily injury occurring or sickness first manifesting itself before this rider
is in force, unless it is disclosed on the application; or

3.
Service in the military, naval, or air forces of any Country at War.

TERMINATION

This rider ends at the earliest of the following:

1.
When the base policy becomes in force as paid-up insurance.

2.
When the base policy is surrendered or ends.

3.
At the death of the insured.

4.
If you ask us in writing to end this rider. In this case, we may ask that you
return the policy and this rider so that we can endorse them. This rider will
end on the first Monthly Anniversary Date after we receive your written request
to end this rider.

5.
When the insured reaches Age 65 if we are not providing benefits due to the
disability of the insured.

6.
When the monthly benefit for this rider ends if we are providing monthly
benefits under this rider after Age 65.

<PAGE>


After this rider ends, we are not liable for its benefits, even if we deduct the
cost of insurance for this rider after it ends. We will add to the accumulation
value any cost of insurance we have deducted for this rider after it ends.

REINSTATEMENT

If this rider and the base policy lapse, you can reinstate this rider if:

1.
This rider was in effect when the base policy lapsed;

2.
This rider would otherwise not have expired during the time it was lapsed; and

3.
You reinstate the base policy.

To reinstate this rider you must do both of the following:

1.
Give us proof of insurability for the insured; and

2.
Pay a premium large enough to keep the policy and this rider in force for at
least 6 months.

The base policy may be reinstated without this rider, in which case proof and
payment for this rider are not needed.

GENERAL PROVISIONS

All base policy provisions apply to this rider, unless changed by this rider.
The Incontestability Provision of the base policy applies to this rider from the
Rider Issue Date.

<PAGE>


Insured's Cost of Living Rider

This rider is a part of the base policy whose number is shown below. If not
shown below, the Base Policy Number is shown on the Policy Data Page.

RIDER DATA
BASE POLICY NUMBER

DEFINITIONS

THE INSURED

The person upon whose life the base policy is issued. The insured is shown on
the Policy Data Page.

YOU, YOUR

The current owner of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office
in a form we accept. You may get forms for this purpose from us.

INCREASE DATE

A date on which we make a cost of living increase according to the terms of this
rider.

CPI

The U.S. Consumer Price Index for All Urban Consumers as published by the U.S.
Department of Labor. We will substitute what we believe is an appropriate index
for the CPI if:

1.
The composition of, base of, or method of calculating the CPI changes so that,
in our opinion, it is not appropriate for use with this rider; or

2.
The publication of the CPI is delayed or ceases.

If required, we will file a detailed description of any alternate price index
with the Insurance Department of the state where this rider is issued.

BENEFITS AND MONTHLY DEDUCTIONS

We will increase the Face Amount of the base policy on the Increase Dates under
the terms of this rider. We will make these cost of living increases without
requiring proof of insurability.

<PAGE>


BENEFITS AND MONTHLY DEDUCTIONS (CONTINUED)

On each Increase Date, the Monthly Deduction will be increased to account for
the following:

1.
The larger cost of insurance;

2.
The Monthly Expense Charge;

3.
The Death Benefit Guarantee Charge, if the Death Benefit Guarantee is in effect;
and

4.
The Cost of Waiver Benefits, if a Waiver of Monthly Deduction Rider is part of
the base policy.

DETERMINING INCREASE DATES

Increase Dates normally occur every two years, beginning with the first Monthly
Anniversary two years after the Rider Issue Date. But, if you increase the Face
Amount of the base policy 10% or more, then the next Increase Date is the first
Monthly Anniversary two years after the increase. If this rider terminates and
is then reinstated, the next Increase Date after reinstatement is the first
Monthly Anniversary two years after the reinstatement date.

CALCULATING A COST OF LIVING INCREASE

The Increase Factor is (1 divided by 2) - 1, where:

1.
Is the CPI five months before an Increase Date; and

2.
Is the CPI 29 months before an Increase Date.

The Increase Factor is (A divided by B) - 1, where:

A
Is the CPI five months before an Increase Date; and

B
Is the CPI 29 months before an Increase Date.

If the Increase Factor is zero or less, we make no change. If the Increase
Factor is greater than zero, we multiply it by the insured's CPI Increase Base
shown on the Policy Data Page. We round the result to the next higher $500. We
will not permit an increase higher than the Maximum Increase Amount for the
Insured, which is shown on the Policy Data Page. The Maximum Increase Amount for
the insured is 20% of the insured's CPI Increase Base, or $50,000, whichever is
less.

<PAGE>


ACCEPTING OR REFUSING AN INCREASE

We will notify you of the amount of each cost of living increase at least 30
days before its effective date. If you wish to accept the increase, you must
notify us in writing.

If you do not accept the full amount of any cost of living increase before the
insured's Age 21, we will not offer you any further increases until the policy
anniversary on or next following the insured's 21st birthday. If you do not
accept the full amount of an increase at that time, this rider terminates.
However, you can reinstate this rider with proof of insurability for the
insured.

BENEFITS WHEN MONTHLY DEDUCTIONS ARE WAIVED

If the insured becomes eligible for benefits under a waiver of monthly deduction
rider, cost of living increases are not available. If the insured recovers from
the disability and we are notified in writing, the next Increase Date is the
next Monthly Anniversary two years after we receive the notice, unless the rider
has otherwise terminated. Future Increase Dates then follow as shown above in
"Determining Increase Dates."

TERMINATION

This rider terminates:

1.
On the Policy Anniversary on or next following the insured's 55th birthday;

2.
On the first Increase Date for which you do not accept the increase on or after
the insured's 21st birthday;

3.
On the Monthly Anniversary on or after we receive your written request to
terminate this rider. We may ask you to return the policy and this rider so that
we can endorse them;

4.
When the policy terminates; or

5.
When the base policy is in force as paid-up life insurance.

After this rider terminates, we will make no further cost of living increases.

GENERAL PROVISIONS

All base policy provisions apply to this rider, unless changed by this rider.

<PAGE>


WAIVER OF MONTHLY DEDUCTION RIDER

This rider is a part of the base policy whose number is shown below. If not
shown below, the Base Policy Number is shown on the Policy Data Page.

Base Policy Number

DEFINITIONS

THE INSURED

The person insured under the base policy.

YOU, YOUR

The current owner of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office
in a form we accept. The form and content of the request or notice must be
acceptable to us.

AGE

The insured's age as of the prior policy anniversary; however, if the insured's
birthday is a policy anniversary, the insured's age on that birthday.

TOTAL DISABILITY

For the first 24 months of the insured's disability, we consider the insured
totally disabled if:

1.
The insured is unable to work at his or her regular occupation; or

2.
The insured has a Specific Loss.

After the first 24 months of the insured's disability, we consider the insured
totally disabled if:

1.
The insured is unable to work at any job suited to his or her education,
training, and experience; or

2.
The insured has a Specific Loss.

Specific Loss means the total and permanent loss of any of the following:

<PAGE>


1.
The sight in both eyes;

2.
The use of both hands;

3.
The use of both feet; or

4.
The use of one hand and one foot.

We consider the insured totally disabled for as long as the Specific Loss lasts.

WAIVER BENEFITS

We will pay the Monthly Deduction for you if the insured becomes totally
disabled and meets the Conditions for Waiver Benefits. We do not apply the
Minimum Premium Requirement for the Death Benefit Guarantee during the period of
total disability.

The length of time we continue the Waiver Benefits depends on when total
disability begins. If the insured becomes totally disabled before Age 60, we
will pay the Monthly Deduction for as long as the insured remains totally
disabled. If the insured becomes totally disabled after Age 60, we will continue
to pay the Monthly Deduction if the insured remains totally disabled until the
later of:

1.
The insured's Age 65; or

2.
Two years from the date of disability.

When the insured is no longer totally disabled, we will stop paying the Monthly
Deduction for you. If the Death Benefit Guarantee was in effect when total
disability began, we apply the Minimum Premium Requirement for the Death Benefit
Guarantee as of the Monthly Anniversary on or next following the date the
insured is no longer totally disabled.

If the insured becomes totally disabled again, we consider it a new period of
total disability. The terms of this rider apply to the new period separately
from any earlier period.

CONDITIONS FOR WAIVER BENEFITS

To pay Waiver Benefits, we need written Notice of Claim and Proof of Total
Disability. All of the following conditions must also be met:

1.
The policy and this rider must be in force when the sickness or injury causing
the total disability occurs;

2.
The policy and this rider must be in force when total disability begins;

<PAGE>


3.
Total disability must begin on or after the insured's Age five and before the
insured's Age 65;

4.
The insured must be continuously totally disabled for at least six months; and

5.
You must pay all the required premiums until the end of this six month period.

If we approve your claim, the Waiver Benefit begins with the Monthly Deduction
due on or after the date the total disability began. Any Monthly Deductions that
were deducted from the Accumulation Value of the base policy after the
disability began will be added back to the Accumulation Value as of the date we
approve your claim. We credit those Monthly Deductions as Net Premiums without
Premium Expense Charges.

If this rider and the base policy lapse, you may still qualify for Waiver
Benefits if:

1.
We receive written Notice of Claim within one year of the date of total
disability;

2.
The total disability for which claim is made began before the date of lapse; and

3.
All other terms of this rider are met.

CONDITIONS FOR WAIVER BENEFITS

NOTICE OF CLAIM

We require written Notice of Claim before we will pay any future Monthly
Deductions. We must receive this Notice:

1.
While the insured is living; and

2.
Within one year of the date that total disability begins.

If you cannot give us Notice within one year, your claim may still be valid if
you show that you gave us notice as soon as you could.

PROOF OF TOTAL DISABILITY

We may require written proof of the insured's total disability before we provide
Waiver Benefits. This proof may include physical exams at our expense by doctors
we choose. However, for each period of total disability, we can only require one
exam a year after we have paid the Monthly Deductions for two consecutive years.
We cannot require any exam after the insured's Age 65.

<PAGE>


We will stop paying the Monthly Deductions if you do not give us the required
proof.

COST OF RIDER BENEFITS

The cost of this rider's benefits is in addition to the cost for the base policy
and is included in the Monthly Deduction. This cost is based on a Percent of the
Monthly Deduction which is shown on the Policy Data Page.

FACE AMOUNT CHANGES DURING TOTAL DISABILITY

While the insured is totally disabled and we are paying the Monthly Deduction
for you, you are limited to making increases in the Face Amount of the base
policy under the terms of a future purchase option rider, if any, attached to
the base policy. You may not make any adjustments in Face Amount while we are
paying the Monthly Deduction.

DEATH BENEFIT OPTION

If the Death Benefit Option in effect at the end of the first six months of
total disability is Option A (Level Amount Option), it will be changed to Option
B (Variable Amount Option) on the first Monthly Anniversary Date after we
approve your claim. In this case, the Face Amount of the base policy is
decreased on that date so that it equals the Death Benefit under Option A minus
the Accumulation Value on the Monthly Anniversary on or next following the date
we approve your claim. If the Death Benefit Option in effect at the end of the
first six months of the total disability is Option B, we make no change. You
cannot make changes in Death Benefit Option while the insured is totally
disabled.

BENEFITS NOT PROVIDED

This rider does not cover total disability that results from service in the
military of any country at war. WAR is defined as an armed conflict, whether
declared or not, that any country resists. COUNTRY includes any government or
group of governments.

TERMINATION

This rider terminates:

1.
If we are not paying Waiver Benefits, at the insured's Age 65;

2.
If we are paying Waiver Benefits due to total disability which began after the
insured's Age 60, the later of:

a.
The insured's Age 65, or

b.
Two years after the date of disability;

<PAGE>


TERMINATION (CONTINUED)

3.
On the Monthly Anniversary on or next following the date we receive your written
request to terminate this rider. We may ask that you return the policy and this
rider so that we can endorse them;

4.
If the base policy is surrendered or terminates; or

5.
When the base policy is in force as paid-up life insurance.

After this rider terminates, we are not liable for its benefits. If we deduct
the cost of this rider's benefits after it terminates, it is not considered a
reinstatement of this rider. The deduction will be added back to the
Accumulation Value of the base policy as of the date of the deduction.

REINSTATEMENT

If this rider and the base policy lapse, you can reinstate this rider if:

1.
You reinstate the base policy;

2.
This rider was in effect when the base policy lapsed; and

3.
This rider would otherwise not have terminated during the time it was lapsed.

To reinstate the base policy and this rider you must do all of the following:

1.
Give us proof of insurability for the insured; and

2.
Pay a premium large enough to keep the policy and this rider in force for at
least two months.

The base policy may be reinstated without this rider, in which case proof and
payment for this rider are not needed.

GENERAL PROVISIONS

All base policy provisions apply to this rider, unless changed by this rider.
The Incontestability Provision of the base policy applies to this rider from the
Rider Issue Date.

<PAGE>


CHILDREN'S INSURANCE RIDER (CIR)

This rider is a part of the base policy whose number is shown below. If not
shown below, the Base Policy Number is shown on the Policy Data Page.

BASE POLICY NUMBER

DEFINITIONS

THE INSURED

The person upon whose life the base policy is issued.

YOU, YOUR

The current owner of the base policy.

WE, US, OUR

ReliaStar Life Insurance Company at our Home Office in Minneapolis, Minnesota.

WRITTEN, IN WRITING

A written request or notice, signed and dated, and received at our Home Office.
The form and content of the request or notice must be acceptable to us.

INSURED CHILD

A child of the insured who is at least 15 days old, and one of the following:

1.
A child named in the application for this rider who is less than 19 years old on
the Rider Issue Date and for whom you give written proof of insurability we
accept;

2.
A stepchild or legally adopted child who is named in a later application and is
less than 19 years old on the date of that application. You must give written
proof of insurability for each child which we accept;

3.
A child born on or after the Rider Issue Date and while this rider is in force;
or

4.
A child born after the date of application for this rider but before this rider
is in force.

BENEFITS

We will pay the CIR Face Amount shown on the Policy Data Page when we receive
written proof that an Insured Child died while this rider was in force.

<PAGE>


BENEFICIARY

The insured, if living, is the beneficiary. If the insured has died, the
insured's spouse, if living, is the beneficiary. If both have died, the spouse
of the deceased Insured Child, if living, is the beneficiary. If none of these
people are living, we pay the proceeds to the estate of either the Insured Child
or the Insured Child's spouse, whoever died last.

No one can change this beneficiary designation. None of the following affect
this beneficiary designation:

1.
The beneficiary designation of the base policy;

2.
The beneficiary provisions of the base policy; or

3.
An assignment of the base policy.

FACE AMOUNT CHANGE

While the base policy and this rider are in force, you may change the CIR Face
Amount by notifying us in writing.

INCREASES

You may increase the CIR Face Amount for all insured children who have not
reached Age 19 if:

1.
The increase is at least $500;

2.
After the increase the CIR Face Amount does not exceed $10,000;

3.
You give us written proof of the insured's insurability and written proof that
each Insured Child is insurable at standard rates under our underwriting rules
then in effect; and

4.
You make the increase on or before the policy anniversary on or next following
the insured's 55th birthday.

An increase will go into effect on the date shown on a new Policy Data Page.

You may not make any increases while we are paying the cost of insurance for
this rider due to the death or disability of the insured.

DECREASES

You may also request in writing to decrease the CIR Face Amount but you may not
decrease it to less than $1,000. At least six months must elapse between
decreases. Any decrease will go into effect on the first Monthly Anniversary
after the day we receive your written request.

<PAGE>


COST OF RIDER BENEFITS

The cost of this rider's benefits is in addition to the cost for the base policy
and is included in the Monthly Deduction. This cost is shown on the Policy Data
Page.

WAIVER OF COST OF RIDER BENEFITS

If the insured dies while this rider is in force, we will pay the cost of this
rider's benefits until the Rider Expiry Date. We will not pay the cost of these
benefits if the insured commits suicide, whether sane or insane, within two
years of the Rider Issue Date.

WAIVER OF COST OF RIDER BENEFITS (CONTINUED)

Also, we will not pay the cost of insurance for any increase in the CIR Face
Amount if the insured commits suicide within two years of the effective date of
that increase. In this case, we will refund the cost of insurance for the
increase amount.

CONVERSION

The insurance on the life of an Insured Child may be converted to a new
individual life insurance policy without proof of insurability. This insurance
may only be converted while the Insured Child is alive and:

1.
While this rider is in force;

2.
Within 31 days after this rider terminates; or

3.
On or within 31 days after coverage on that Insured Child terminates.

We will pay the CIR Face Amount if an Insured Child dies within the 31 day
period.

Application for conversion must be in writing. On or within 31 days after the
Insured Child's 25th birthday, only he or she may apply for the conversion.
Before this time, the insured, if living, may apply for the conversion. If the
insured is not living, the Insured Child may apply for the conversion, if not
too young to contract for life insurance. If the insured is not living, and the
Insured Child cannot apply for the conversion, the court appointed guardian of
the Insured Child may apply. If there is no court appointed guardian, the
surviving natural parent of the Insured Child, if any, may apply for the
conversion.

THE NEW POLICY

The new policy may only be for an amount up to the CIR Face Amount for that
Insured Child, unless it is converted on one of the dates below. The new policy
may be for an amount up to five times the CIR Face Amount for that Insured Child
if it is converted on one of these dates:

1.
On or within 31 days after the Insured Child's 25th birthday; or

<PAGE>


2.
On or within 31 days after the Rider Expiry Date.

The coverage for each Insured Child under this rider may only be converted once
for that Insured Child.

The date of the new policy will be the date of the conversion. The Insured
Child's coverage may be converted to a flexible premium variable life insurance
policy. If not, the new policy may be on any of our plans in use at the time of
the conversion that:

1.
We would normally issue;

2.
Provides for a level amount of insurance;

3.
Has level premiums that are at least equal to those of the whole life plan we
offer that has the lowest level premiums; and

4.
Does not participate in our surplus.

We base the premiums for the new policy on the plan chosen and the Insured
Child's age and sex on the date of the conversion.

CONVERSION

WAIVER OF PREMIUM BENEFITS FOR THE NEW POLICY

We will include a disability waiver benefit provision in the new policy without
proof of insurability if all of these are true:

1.
The premiums are payable to at least Age 85 under the new policy. If such a plan
is not available, then the new policy must be on the lowest level premium plan
available upon conversion of this rider. We require written proof of
insurability to include this provision in a policy issued on a higher level
premium plan;

2.
This provision is chosen when the new policy is applied for; and

3.
The Insured Child is not disabled at the time of the application for the new
policy.

We will base the waiver premiums on the Insured Child's age and sex on the date
of the conversion.

TERMINATION

This rider's coverage of an Insured Child terminates:

1.
When this rider terminates;

<PAGE>


2.
On the Insured Child's 25th birthday; or

3.
When the insurance on that Insured Child is converted.

This rider terminates:

1.
On the Rider Expiry Date;

2.
On the Monthly Anniversary Date on or after we receive your written request to
terminate this rider. We may ask you to return the policy and this rider so that
we can endorse them;

3.
If the base policy is surrendered or terminates, other than at the insured's
death. However, this rider terminates if the insured commits suicide, while sane
or insane, within two years after the Rider Issue Date. We will refund the cost
of insurance for this rider if the insured commits suicide within the two-year
period; or

4.
When the base policy is in force as paid-up life insurance.

After this rider terminates, we are not liable for its benefits. If we deduct
the cost of this rider's benefits after it terminates, it is not considered a
reinstatement of this rider. The deduction will be added back to the
Accumulation Value of the base policy as of the date of the deduction.

REINSTATEMENT

If this rider and the base policy lapse, you can reinstate the rider if:

1.
You reinstate the base policy;

2.
The rider was in effect until it lapsed; and

3.
This rider would not otherwise have expired during the time it lapsed.

To reinstate this rider and the base policy, you must:

1.
Give us proof of insurability for the insured and each child whom you wish to be
insured on the reinstatement date; and

2.
Pay a premium large enough to keep the policy and this rider in force for at
least two months.

The base policy may be reinstated without this rider, in which case proof and
payment for this rider are not needed.

<PAGE>


Suicide

This rider's benefits are not payable for an Insured Child if that child commits
suicide, while sane or insane, within two years after he or she becomes insured
under this rider. Also, if the Insured Child commits suicide within two years
after an increase in the CIR Face Amount, the amount of that increase is not
payable for that child.

INCONTESTABILITY

This rider has a two-year contestable period starting on the Rider Issue Date.
During this period, we may ask for information that could lead to our contesting
this rider or refusing to pay its benefits. After this rider has been in force
during the Insured Child's and the insured's lifetime for two years from the
Rider Issue Date, we cannot claim this rider is void or refuse to pay its
benefits unless this rider has lapsed.

If this rider lapses and is then reinstated, this provision will be measured
from the reinstatement date with respect to statements made in the application
for reinstatement.

This provision applies separately for each Insured Child.

OTHER PROVISIONS

This rider does not increase the Accumulation Value, Cash Surrender Value, or
Loan Value of the base policy. All base policy provisions apply to this rider,
unless changed by the rider.

<PAGE>


FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Variable and/or Fixed Accumulation Values

Flexible Premiums Payable to the Insured's Age 95

Adjustable Face Amount

Death Benefit Guarantee

Death Benefit Options

NonParticipating

NOTICE

To make a claim or exercise your rights under this policy, please write to us at
the address below and include your policy number:

RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY
Box 20
Minneapolis
Minnesota 55440

Writing directly to us will save time and expense. You do not need to hire any
person, firm, or corporation unless, because of a dispute, you wish to.




SUPPLEMENT TO LIFE INSURANCE APPLICATION

ALLOCATION OF PREMIUM PAYMENTS: Allocation must be in while percentage points
totaling 100%.

THE ALGER AMERICAN FUND

a. _____% Alger American Growth Portfolio (AGR)

b. _____% Alger American MidCap Growth Portfolio (AMG)

c. _____% Alger American Small Capitalization Portfolio (ASC)

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUNDS I & II

e. _____% Asset Manager Portfolio (FAM)

f.  _____% Contrafund Portfolio (FCF)

g. _____% Equity Income Portfolio (FEI)

h. _____% Growth Portfolio (FGP)

I.  _____% High Income Portfolio (FHI)

j.  _____% Index 500 Portfolio (FIN)

k. _____% Investment Grade Bond Portfolio (FIG)

l.  _____% Money Market Portfolio (FMM)

m._____% Overseas Portfolio (FOS)

JANUS ASPEN SERIES

n. _____% Aggressive Growth Portfolio (JAG)

o. _____% Growth Portfolio (JGP)

p. _____% International Growth Portfolio (JIG)

q. _____% Worldwide Growth Portfolio (JWG)

NEUBEGER&BERMAN ADVISORS MANAGEMENT TRUST

r.  _____% Limited Maturity Bond Portfolio (NLM)

<PAGE>


s. _____% Partners Portfolio (NPP)

NORTHSTAR VARIABLE TRUST

t.  _____% Northstar Growth Fund (NGF)

u. _____% Northstar High Yield Bond Fund (NHY)

v. _____% Northstar Income and Growth Fund (NIG)

w._____% Northstar International Value Fund (NIV)

x. _____% Northstar Multi-Sector Bond Fund (NMS)

OCC ACCUMULATION TRUST

y. _____% Equity Portfolio (OEP)

z. _____% Global Equity Portfolio (OGE)

aa. ____% Managed Portfolio (OMP)

bb. ____% Small Cap Portfolio (OSC)

PUTNAM VARIABLE TRUST

cc. ____% Putnam VT Asia Pacific Growth Fund (PAP)

dd. ____% Putnam VT Diversified Income Fund (PDI)

ee. ____% Putnam VT Growth & Income Fund (PGI)

ff. _____% Putnam VT New Opportunities Fund (PNO)

gg. ____% Putnam VT Utilities Growth & Income Fund (PUT)

hh. ____% Putnam VT Voyager Fund (PVY)

OTHER INVESTMENT COMPANIES/FUNDS

Specify both the investment company and fund names.

ii. _____% _________
jj. _____% __________

<PAGE>


kk. ____% __________

ll. _____% __________

Allocation affects all future payments until changed by you.

We reserve the right to limit your participation to a total of seventeen
Sub-Accounts over the lifetime of your Policy. Upon participation in the
seventeenth Sub-Account, you would be able to allocate premiums to and transfer
within the seventeen Sub-Accounts already used and which are still available,
but could not participate in any other Sub-Accounts.

I understand and agree that this supplement is part of my application for life
insurance and will be considered part of my Policy with ReliaStar Life Insurance
Company.

Date

Signature of Agent

Signature of Proposed Owner



                                                                   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. 9 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 3, 1998 on the
audit of the financial statements of Select*Life Variable Account as of December
31, 1997 and for each of the three years in the period then ended, and our
report dated February 3, 1998, on the audit of the consolidated financial
statements of ReliaStar Life Insurance Company and subsidiaries as of and for
the years ended December 31, 1997 and 1996 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 21, 1998



                                                                   Exhibit 99.C6

                          [RELIASTAR LIFE LETTERHEAD]

April 23, 1998

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

Madam/Sir:

This opinion is furnished in connection with the registration by ReliaStar Life
Insurance Company of a flexible premium variable life insurance policy (the
"Contract") under the Securities Act of 1933, as amended. The contract is
described in the Prospectus constituting a part of the Registration Statement
Form S-6, as amended through and including Post-Effective Amendment No. 9
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



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