SELECT LIFE VARIABLE ACCOUNT, 485APOS, 1998-02-27

SELECT LIFE VARIABLE ACCOUNT
485APOS, 1998-02-27

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REGISTRATION NO. 33-57244

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 8 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
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[X] 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

iii

<PAGE>

SELECT*LIFE II

MAY 1, 1998 PROSPECTUS

FLEXIBLE PREMIUM VARIABLE

LIFE INSURANCE POLICY

SELECT*LIFE 2000 SERIES

[LOGO] RELIASTAR
RELIASTAR LIFE

<PAGE>

20 Washington Avenue South
Minneapolis, Minnesota 55401

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

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

This Prospectus describes a flexible premium variable life insurance policy
(the "Policy") offered by ReliaStar Life Insurance Company ("we", "us", "our" or
the "Company"). This Policy is designed to provide lifetime insurance protection
up to Age 95. 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.

N700.176f

<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's Variable Insurance Products Fund ("VIP"), in
one of the four portfolios of the Fidelity's Variable Insurance Products Fund II
("VIP II"), in one of the four portfolios of Janus Aspen Series, in one of the
two portfolios 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 OR PROSPECTUS PROFILE 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.................................................................. 9
Transfer between the Sub-Accounts and/or the Fixed Account................. 9
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............................ 11
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..................................... 15
Requested Changes in Face Amount......................................... 16
Insurance Protection..................................................... 17
Change in Death Benefit Option........................................... 17
Accelerated Benefit Rider................................................ 18
The Extended Maturity Modification Rider................................. 18
Payment and Allocation of Premiums........................................ 19
Issuing the Policy....................................................... 19
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........................................................ 24
Surrender Charge......................................................... 25
Partial Withdrawal and Transfer Charges.................................. 27
Investment advisory fees and fund expenses after reimbursement........... 27
Expenses................................................................. 27

<PAGE>

Reduction of Charges..................................................... 29
Sales Charge Refund....................................................... 29
Policy Lapse and Reinstatement............................................ 30
Surrender Benefits........................................................ 31
Total Surrender.......................................................... 31
Partial Withdrawal....................................................... 31
Transfers................................................................. 32
Telephone/Fax Instructions.............................................. 33
Dollar Cost Averaging Service........................................... 33
Portfolio Rebalancing Service........................................... 33
Policy Loans.............................................................. 34
Free Look and Conversion Rights........................................... 36
Free Look Rights......................................................... 36
Conversion Rights........................................................ 36
Investments of the Variable Account....................................... 37
Addition, Deletion, or Substitution of Investments....................... 39
Voting Rights............................................................. 40
General Provisions........................................................ 40
Benefits at Age 95....................................................... 40
Ownership................................................................ 40
Proceeds................................................................. 41
Beneficiary.............................................................. 41
Postponement of Payments................................................. 41
Settlement Options....................................................... 41
Incontestability......................................................... 42
Misstatement of Age and Sex.............................................. 42
Suicide.................................................................. 42
Termination.............................................................. 42
Amendment................................................................ 43
Reports.................................................................. 43
Dividends................................................................ 43
Collateral Assignment.................................................... 43
Optional Insurance Benefits.............................................. 43
Federal Tax Matters....................................................... 44
Introduction............................................................. 44
Tax Status of the Policy................................................. 44
Tax Treatment of Policy Benefits......................................... 44
Taxation of ReliaStar Life Insurance Company............................. 45
Possible Changes in Taxation............................................. 46
Other Considerations..................................................... 46
Legal Developments Regarding Employment -- Related Benefit Plans.......... 46
Distribution of the Policies.............................................. 46
Management................................................................ 47
Directors................................................................ 47
Executive Officers....................................................... 49
State Regulation.......................................................... 49
Massachusetts and Montana Residents....................................... 49
Legal Proceedings......................................................... 49
Bonding Arrangements...................................................... 49
Legal Matters............................................................. 49
Experts................................................................... 49
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's Variable Insurance Products Fund (VIP)
Fidelity's 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 25.

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 25.

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 37.

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 34.

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

MINIMUM MONTHLY PREMIUM. A monthly premium amount specified in the Policy and
determined by us at issuance of the Policy. 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 24.

MONTHLY ADMINISTRATIVE CHARGE. A monthly charge to reimburse us for expenses
incurred in administering the Policy. See "Deductions and Charges --
Monthly Deduction" at page 24.

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 25.

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
26).

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 Funds.

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

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

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

* Northstar Investment Management Corporation, an affiliate of ours, is
the investment adviser of Northstar's five portfolios of the Northstar
Variable Trust. Certain of the Northstar Portfolios are sub-advised by
third-party investment advisers.

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

* Putnam 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."

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

<PAGE>

options in advance, but upon participation in the seventeenth Fund you would
only be able to transfer within the seventeen Funds already utilized.

<TABLE>
<CAPTION>
FIDELITY'S VARIABLE NEUBERGER & BERMAN
THE ALGER INSURANCE PRODUCTS ADVISERS OCC ACCUMULATION
AMERICAN FUND: FUND II (VIP II): MANAGEMENT TRUST: TRUST:
- ------------------------------- ----------------------- --------------------- -----------------------
<S> <C> <C> <C>
Growth Portfolio Asset Manager Portfolio Limited Maturity Bond Equity Portfolio
MidCap Growth Portfolio Contrafund Portfolio Portfolio Global Equity Portfolio
Small Capitalization Portfolio Index 500 Portfolio Partners Portfolio Managed Portfolio
Investment Grade Bond
Portfolio
</TABLE>

<TABLE>
<CAPTION>
FIDELITY'S VARIABLE
INSURANCE PRODUCTS
FUND (VIP): JANUS ASPEN SERIES: NORTHSTAR VARIABLE TRUST: PUTNAM VARIABLE TRUST:
- ----------------------- ------------------------------ ----------------------------- ----------------------
<S> <C> <C> <C>

Equity-Income Portfolio Aggressive Growth Portfolio Northstar Growth Portfolio Putnam VT Asia Pacific
Growth Portfolio Growth Portfolio Northstar High Yield Bond Growth Fund
High Income Portfolio International Growth Portfolio Portfolio Putnam VT Diversified
Money Market Portfolio Worldwide Growth Portfolio Northstar Income and Growth Income Fund
Overseas Portfolio Portfolio Putnam VT Growth and
Northstar International Value Income Fund
Portfolio Putnam VT New
Northstar Multi-Sector Bond Opportunities Fund
Portfolio Putnam Utilities Growth and
Income Fund
Putnam VT Voyager Fund

</TABLE>

TRANSFER BETWEEN THE SUB-ACCOUNTS AND/OR THE FIXED ACCOUNT
Subject to certain restrictions, you can transfer all or part of your
Accumulation Value between the investment options of the Policy. We currently
allow up to twelve transfers per year. Transfers from the Fixed Account are
subject to certain additional restrictions.

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 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 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

<PAGE>

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".

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".

<PAGE>

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".

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".

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".

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 $190 billion of life
insurance in force and our assets are $16.7 billion as of December 31, 1997. Our
Home Office is at 20 Washington Avenue South, Minneapolis, Minnesota 55401
(telephone 612-372-5507).

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

<PAGE>

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 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,

<PAGE>

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 of the Insured's death. The
corridor percentage is 250% for an Insured Age 40 or below, and the percentage
declines with increasing Ages as shown in the Corridor Percentage Table on page
20. Accordingly, under the Level Amount Option the Death Benefit will remain
level unless the corridor

<PAGE>

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.

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

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

CORRIDOR PERCENTAGE TABLE

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

</TABLE>

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

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

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

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

<PAGE>

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

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

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

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

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

(b) The next most recent increases successively; and

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

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

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

An increase in the Face Amount will increase the Minimum Monthly Premium as
of the effective date of the increase. Therefore, additional premium payments
may be required to maintain the Death

<PAGE>

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.)

(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

<PAGE>

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.

THE EXTENDED MATURITY MODIFICATION RIDER
The Policy is intended to provide lifetime insurance protection up to Age
95.

This rider, available for Policies applied for on or after May 1, 1998,
provides that the Policy will continue in force until the death of the insured.
At Age 95, the Policy will become Paid-up under this Rider.

When this Policy becomes paid-up:

* The Death Benefit after Age 95 will be equal to the Accumulation Value
on the date of death.

* No additional premium payments will be allowed.

* The Policy will not lapse.

* We will continue to calculate the Accumulation Value in accordance
with the Accumulation Value provision.

* Loan interest will continue to accrue and become part of the Loan
Amount.

* The Nonforfeiture Provision of the Policy which uses the cash
surrender value to purchase single premium paid-up insurance at Age
95, and pay you any excess values in cash, will not apply.

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* This rider will not extend benefits past Age 95 on any other rider
attached to your Policy.

The tax consequences associated with continuing the Policy past age 100 are
unclear and a tax adviser should be consulted. We reserve the right to amend
this rider as necessary to maintain the policy's qualification with the
Definition of Life Insurance as defined by the Internal Revenue Code.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUING THE POLICY
To apply for a Policy, an individual must complete an application and
personally deliver it to our licensed agent. The minimum Face Amount is
currently $25,000, but we reserve the right to specify a different minimum Face
Amount in the future for issuing a new Policy. We will generally only issue a
Policy to an applicant Age 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.

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

* The Valuation Date following the date of underwriting approval.

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

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

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

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

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

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

* The applicant refuses an offer for an alternative policy.

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

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

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

<PAGE>

payment the Death Benefit would be based upon the applicable
percentage of Accumulation Value. See "Death Benefit -- Death Benefit
Options".

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

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

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

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

<PAGE>

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.

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

<PAGE>

transfers from the Fixed Account. The Variable Accumulation Value will also be
reduced by (a) the Monthly Deduction attributable to the Variable Account, (b)
partial withdrawals from the Variable Account, (c) any transfer and partial
withdrawal charges attributable to the Variable Account, and (d) any amounts
transferred from the Variable Account to the Fixed Account (including amounts
transferred from the Variable Account to the Fixed Account as security for
Policy loans -- see "Policy Loans"). The Variable Accumulation Value will
generally vary daily.

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

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

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

<PAGE>

addition, we may charge a contingent deferred sales charge if you surrender the
Policy or the Policy lapses. See "Deductions and Charges -- Surrender Charge".

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

until it becomes zero at the end of 15 years. The Contingent Deferred Sales
Charge will vary depending upon the Insured's Age (on the Policy Date or on the
effective date of an increase in Face Amount) and the Insured's sex.

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

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

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

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

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

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

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

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

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

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

<PAGE>

SURRENDER CHARGE PERCENTAGE TABLE

IF SURRENDER OR LAPSE OCCURS IN THE FOLLOWING PERCENTAGES OF THE
THE LAST MONTH OF POLICY YEAR:* SURRENDER CHARGE WILL BE PAYABLE:**
------------------------------- -----------------------------------

1 through 5 100%
6 90%
7 80%
8 70%
9 60%
10 50%
11 40%
12 30%
13 20%
14 10%
15 and later 0%

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

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

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

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% 0.03% 0.88%

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

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
TOTAL INVESTMENT
MANAGEMENT OTHER FUND ANNUAL
FUND FEES EXPENSES EXPENSES
- ------------------------------------------------------------- ---------- -------- ----------------
<S> <C> <C> <C>
Neuberger&Berman AMT Limited Maturity Bond Portfolio (a)..... 0.65% 0.13% 0.78%
Neuberger&Berman AMT Partners Portfolio (a) ................. 0.84% 0.11% 0.95%

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

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

Putnam VT Asia Pacific Growth Fund .......................... 0.80% 0.43% 1.23%
Putnam VT Diversified Income Fund ........................... 0.70% 0.13% 0.83%
Putnam VT Growth and Income Fund ............................ 0.49% 0.05% 0.54%
Putnam VT New Opportunities Fund ............................ 0.63% 0.09% 0.72%
Putnam VT Utilities Growth and Income Fund .................. 0.69% 0.09% 0.78%
Putnam VT Voyager Fund ...................................... 0.57% 0.06% 0.63%

</TABLE>

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

(b) The fees and expenses in the table above are based on gross expenses before
expense offset arrangements for the fiscal year ended December 31, 1997.
The information for each Portfolio is net of fee waivers or reductions from
Janus Capital. Fee reductions for the Aggressive Growth, Growth,
International Growth, and Worldwide Growth Portfolios reduce the management
fee to the level of the corresponding Janus retail fund. Other waivers, if
applicable, are first applied against the management fee and then against
other expenses. Without such waivers or reductions, the Management Fee,
Other Expenses and Total Operating Expenses would have been: 0.79%, 0.04%,
and 0.83% for Janus Aggressive Growth Portfolio; 0.79%, 0.04%, and 0.83%
for Janus Growth Portfolio; 1.00%, 1.21%, and 2.21% for Janus International
Growth Portfolio; and 0.77%, 0.14%, and 0.91% for Janus Worldwide Growth
Portfolio. Janus Capital may modify or terminate the waivers or reductions
at any time upon at least 90 days' notice to the Trustees of Janus Aspen
Series.

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

(d) The annual expenses of OCC Accumulation Trust Portfolio (the "Portfolios")
as of December 31, 1997 have been restated to reflect new management fee
and expense limitation arrangements in effect as of May 1, 1997.
Additionally, Other Expenses are shown gross of certain expense offsets
afforded the Portfolios which effectively lowered overall custody expenses.
Effective May 1, 1997, the expenses of the Portfolios were contractually
limited by OpCap Advisors so that their respective annualized operating
expenses (net of any expense offsets) do not exceed 1.25% of their
respective

<PAGE>

average daily net assets. Furthermore, through December 31, 1997, the
annualized operating expenses of the Equity, Managed, and Small Cap
Portfolios will be voluntarily limited by OpCap Advisors so that annualized
operating expenses (net of any expense offsets) of these Portfolios do not
exceed 1.00% of their respective average daily net assets. Without such
contractual and voluntary expense limitations and without giving effect to
any expense offsets, the Management Fees, Other Expenses and Total
Investment Fund Expenses incurred for the fiscal year ended December 31,
1997 would have been: .80%, .31% and 1.11% respectively, for the Equity
Portfolio; .80%, 1.04%, and 1.84% respectively, for the Global Equity
Portfolio; .80%, .10% and .90% respectively, for the Managed Portfolio; and
.80%, .26% and 1.06% respectively, for the Small Cap Portfolio. Expense
reimbursements are voluntary. There is no assurance of ongoing
reimbursements.

(e) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian and transfer agent whereby interest
earned on invested cash balances was used to reduce custodian and transfer
agent expenses. Including these reductions, the total operating expenses
presented in the table would have been: .56% for Fidelity's VIP Equity
Income Portfolio; .67% for Fidelity's VIP Growth Portfolio; .92% for
Fidelity's VIP Overseas Portfolio; .73% for Fidelity's VIP II Asset Manager
Portfolio; and .71% for Fidelity's VIP II Contrafund Portfolio.

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

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

SALES CHARGE REFUND

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

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

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

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

<PAGE>

2.50% of each additional premium payment. During the two Policy Years when the
Sales Charge Refund applies, however, the total sales charge will be limited to
30% of actual first year premium payments up to the amount of a Surrender Charge
Guideline, 9% of actual premium payments until payments reach the level where
the total sales charge drops to 2.50%, and 2.50% of any additional premium
payments beyond that level. If you have any questions regarding the amount of
your Sales Charge Refund, please call us.

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

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

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

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

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

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

POLICY LAPSE AND REINSTATEMENT

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

<PAGE>

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

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

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

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

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

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

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

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

SURRENDER BENEFITS

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

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

PARTIAL WITHDRAWAL
After the first Policy Year, you may also withdraw part of the Policy's
Cash Surrender Value by sending us a written request. If the amount being
withdrawn exceeds $25,000, the written request must 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

<PAGE>

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

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

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

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

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

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

TRANSFERS

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

Values from those accounts that have increased in value to those accounts that
have increased at a slower rate or declined in value. If all accounts decline in
value, it will transfer Accumulation Values from those that have decreased less
in value to those that have decreased more in value. We make no guarantees that
Portfolio Rebalancing will result in a profit or protect against loss. You may
discontinue this service at any time by notifying us in writing.

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

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

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

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

TRANSFER CHARGES. While there is currently no charge imposed on a transfer
we reserve the right to make a charge not to exceed $25.00 per transfer for the
duration of the Policy. See "Deductions and Charges -- Partial Withdrawal and
Transfer Charges". In no event, however, will any charge be imposed in
connection with the exercise of a conversion right or transfers occurring as the
result of Policy Loans. All transfers are also subject to any charges and
conditions imposed by the Fund whose shares are involved. All transfers that are
effective on the same Valuation Date will be treated as one transfer
transaction.

POLICY LOANS

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

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

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

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".

<PAGE>

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
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%.

<PAGE>

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.

CANCEL YOUR INCREASE. 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.

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".

<PAGE>

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

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

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

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

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

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

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

INVESTMENTS OF THE VARIABLE ACCOUNT

There are currently 33 investment alternatives available under the Variable
Account. Alger Management is the investment manager for the three Alger American
Funds. Fidelity Management & Research Company is the investment adviser for the
five portfolios of Fidelity's VIP and the four portfolios of Fidelity's VIP II.
Each of the four portfolios of Janus Aspen Series has an investment advisory
agreement with Janus Capital. Neuberger&Berman Management, with the assistance
of Neuberger&Berman, LLC as sub-adviser, selects investments for AMT Limited
Maturity Bond Investments and AMT Partners Investments. Northstar Investment
Management Corporation, an affiliate of the Company, is the investment adviser
of the five portfolios of the Northstar Variable Trust. Certain of the Northstar
Funds are sub-advised by third-party investment advisers. OpCap Advisors is the
investment manager for each of the four OCC Accumulation Trust Portfolios and is
a subsidiary of Oppenheimer Capital, a registered investment adviser. Putnam
Management is the investment adviser for the six funds of Putnam Variable Trust.

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

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

<PAGE>

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.

INVESTMENT FUNDS INVESTMENT OBJECTIVE
---------------- --------------------
<S> <C>
The Alger American Fund:
Growth Portfolio
MidCap Growth Portfolio
Small Capitalization

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

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

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

</TABLE>

<PAGE>

INVESTMENT FUNDS INVESTMENT OBJECTIVE
---------------- --------------------
<S> <C>
Neuberger&Berman Advisers Management Trust ("AMT"):
Limited Maturity Bond Portfolio
Partners Portfolio

Northstar Variable Trust (Northstar):
Northstar Growth Portoflio
Northstar High Yield Bond Portoflio
Northstar Income and Growth Portfolio
Northstar International Value Portfolio
Northstar Multi-Sector Bond Portfolio

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

Putnam Variable Trust:
Putnam VT Asia Pacific Growth Fund
Putnam VT Diversified Income Fund
Putnam VT Growth and Income Fund
Putnam VT New Opportunities Fund
Putnam VT Utilities Growth and Income Fund
Putnam VT Voyager Fund

</TABLE>

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

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

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

<PAGE>

VOTING RIGHTS

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

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

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

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

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

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

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

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

GENERAL PROVISIONS

BENEFITS AT AGE 95

Unless the Extended Maturity Modification Rider is in effect, 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.

<PAGE>

* Make a partial withdrawal for cash.

* Receive a cash loan.

* Assign the Policy as collateral.

* Change the beneficiary.

* Transfer ownership of the Policy.

* Enjoy any other rights the Policy allows.

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

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

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

* Minus any Loan Amount; and

* Minus any unpaid Monthly Deductions.

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

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

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

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

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

* At the Insured's death.

* On total surrender of the Policy.

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

<PAGE>

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

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

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

* Any SEC rulings and regulations.

* The Policy's qualification for treatment as a life insurance policy
under the following:

-- The Internal Revenue Code of 1986, as amended.

-- Internal Revenue Service rulings and regulations.

-- Any requirements imposed by the Internal Revenue Service.

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

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

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

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

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

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

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

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

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

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.

<PAGE>

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 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."

<PAGE>

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.

(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.

<PAGE>

POSSIBLE CHANGES IN TAXATION
The President's 1999 Budget Proposal has also 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.

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

<PAGE>

registered with the SEC and is a member of the National Association of
Securities Dealers, Inc. It is primarily a mutual funds dealer and has dealer
agreements under which it markets shares of 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

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

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

R. Michael Conley

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

Michael J. Dubes

<PAGE>

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

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; 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; Director of Community First
BankShares, Inc. and Director and Officer of
various subsidiaries of ReliaStar Financial Corp.

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

Ronald D. Jarvis

Mark S. Jordahl

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

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

James R. Miller

<PAGE>

TERM PRINCIPAL OCCUPATION
EXPIRES AND BUSINESS EXPERIENCE
------- -----------------------
Robert C. Salipante 1997 Senior Vice President of Personal Financial
Services of ReliaStar Financial Corp. and
ReliaStar Life Insurance Company since 1996;
Executive Vice President of ReliaStar Life
Insurance Company of New York since 1996; Senior
Vice President of Individual Division and
Technology of ReliaStar Life Insurance Company
since 1996; Senior Vice President of Strategic
Marketing and Technology of ReliaStar Financial
Corp. and ReliaStar Life Insurance Company from
1994 to 1996; Senior Vice President and Chief
Financial Officer of ReliaStar Financial Corp. and
ReliaStar Life Insurance Company from 1992 to
1994; Executive Vice President of Ameritrust
Corporation from 1988 to 1992; Director and
Officer of various subsidiaries of ReliaStar
Financial Corp.

Chris D. Schreier

John G. Turner 1998 Chairman and Chief Executive Officer of ReliaStar
Financial Corp. and ReliaStar Life Insurance
Company since 1993; Chairman of ReliaStar United
Services Life Insurance Company and ReliaStar 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 Office of ReliaStar Financial Corp. and
ReliaStar Life Insurance Company from 1991 to
1993; President and Chief Operating Officer of
ReliaStar Financial Corp. from 1989 to 1991;
President and Chief Operating Officer of ReliaStar
Life Insurance Company from 1986 to 1991; Director
of subsidiaries of ReliaStar Financial Corp.

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, Chief Financial Officer and
Treasurer
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.

<PAGE>

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.

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
financial statements of ReliaStar Life Insurance Company included in this
Prospectus have been audited by ___________, 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.

<PAGE>

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

<PAGE>

APPENDIX A

THE FIXED ACCOUNT

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

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

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

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

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

* General economic trends,

* Rates of return currently available on our investments,

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

* Competitive factors.

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

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

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

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

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

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

* You must transfer at least:

-- $500, or

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

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

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

A-1

<PAGE>

APPENDIX B

CALCULATION OF ACCUMULATION VALUE

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

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

1 multiplied by 2, where:

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

2
Is the current Unit Value (described below).

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

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

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

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

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

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

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

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

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

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

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

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

(1 \d 2), where:

1
Is the result of:

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

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

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

B-1

<PAGE>

2
Is the result of:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

B-2

<PAGE>

APPENDIX C

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

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

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

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

The amounts shown for the Accumulation Values, Cash Surrender Values, and
Death Benefits reflect the fact that the net investment return of the
Sub-Accounts of the Variable Account is lower than the gross, after-tax return
on the assets held in the Funds as a result of the Funds' operating expenses.
The values shown take into account the daily total operating expenses paid by
the three funds available through The Alger American Trust, the portfolios of
Fidelity VIP and Fidelity VIP II, the four funds of Janus Aspen Series, the two
funds of Neuberger&Berman Advisers Management Trust, the five funds available
through Northstar Variable Trust, the four funds of the OCC Accumulation Trust,
and the six funds of Putnam Variable Trust, which together are assumed to be at
an average annual rate of 0.79% for all years. This figure is derived based on
an average of the Funds' 1996 operating expenses net of any limitations on such
expenses paid by the Funds. Thus, the illustrated gross annual investment rates
of return of 0 percent, 6 percent, and 12 percent correspond to approximate net
annual rates of -0.79%, 5.21%, and 11.21%, respectively. Without such expense
reimbursements, total expenses would be 0.99%. Hypothetical Cash Values, Cash
Surrender Values and the Death Benefit may be lower without the expense
reimbursement. Expense reimbursements are voluntary. While it is currently
anticipated that expense reimbursements will continue past the current year,
there is no assurance of ongoing reimbursements.

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

C-1

<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.

C-2

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

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

ASSUMED HYPOTHETICAL GROSS ANNUAL
INVESTMENT RATE OF RETURN: 0%

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

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

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

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

** Policy terminates prior to age 75.

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

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

C-3

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

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

ASSUMED HYPOTHETICAL GROSS ANNUAL
INVESTMENT RATE OF RETURN: 6%

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

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

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

** Policy terminates prior to age 85.

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

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

C-4

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

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

ASSUMED HYPOTHETICAL GROSS ANNUAL
INVESTMENT RATE OF RETURN: 12%

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

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

* Cash Surrender Value includes the sales charge refund.

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

C-5

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

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

ASSUMED HYPOTHETICAL GROSS ANNUAL
INVESTMENT RATE OF RETURN: 0%

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

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

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

** Policy terminates prior to age 75.

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

C-6

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

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

ASSUMED HYPOTHETICAL GROSS ANNUAL
INVESTMENT RATE OF RETURN: 6%

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

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

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

** Policy terminates prior to age 80.

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

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

C-7

<PAGE>

RELIASTAR LIFE INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE TO AGE 95

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

ASSUMED HYPOTHETICAL GROSS ANNUAL
INVESTMENT RATE OF RETURN: 12%

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

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

* Cash Surrender Value includes the sales charge refund.

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

C-8

<PAGE>

APPENDIX D

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

<TABLE>
<CAPTION>
CHARGE PER $1,000 OF FACE CHARGE PER $1,000 OF FACE
AMOUNT (INITIAL FACE AMOUNT OR AMOUNT (INITIAL FACE AMOUNT OR
INSURED'S AGE AT POLICY AMOUNT OF REQUESTED INCREASE) INSURED'S AGE AT POLICY AMOUNT OF 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 38 $ 16.80 $ 12.80
1 1.10 1.00 39 17.90 13.90
2 1.20 1.00 40 19.00 15.00
3 1.30 1.00 41 19.60 16.10
4 1.40 1.00 42 20.40 17.20
5 1.50 1.00 43 21.30 18.00
6 1.60 1.00 44 22.10 18.90
7 1.80 1.00 45 23.00 19.50
8 2.00 1.00 46 23.90 20.60
9 2.20 1.20 47 24.90 21.70
10 2.50 1.40 48 25.90 22.50
11 2.80 1.60 49 27.00 23.30
12 3.00 1.80 50 28.20 24.20
13 3.20 2.00 51 29.40 25.20
14 3.50 2.20 52 30.70 26.20
15 3.80 2.40 53 32.10 27.20
16 4.00 2.60 54 33.50 28.00
17 4.20 2.80 55 35.00 29.50
18 4.50 3.00 56 36.70 30.70
19 4.80 3.20 57 38.40 32.00
20 5.00 3.50 58 40.20 33.40
21 5.30 3.90 59 42.20 34.80
22 5.90 4.20 60 44.30 36.40
23 6.30 4.50 61 45.60 38.10
24 6.90 5.00 62 45.40 40.00
25 7.50 5.50 63 45.30 41.90
26 7.80 6.10 64 44.90 43.90
27 8.40 6.70 65 44.60 45.50
28 8.80 7.30 66 44.30 45.00
29 9.40 7.70 67 43.90 44.60
30 10.00 8.00 68 43.60 44.10
31 10.80 8.60 69 43.30 43.70
32 11.50 9.20 70 43.10 43.30
33 12.30 9.80 71 42.80 42.90
34 13.10 10.40 72 42.60 42.50
35 14.00 11.00 73 42.40 42.10
36 14.90 11.60 74 42.20 41.70
37 15.70 12.20 75 41.90 41.20
</TABLE>

D-1

<PAGE>

APPENDIX E

SURRENDER CHARGE GUIDELINE PER $1,000 OF FACE AMOUNT

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

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

E-1

<PAGE>

[LOGO] RELIASTAR

RELIASTAR LIFE INSURANCE COMPANY
20 WASHINGTON AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55401

SELECT*LIFE II PROSPECTUS (GENERAL) N700.176E (MAY 1, 1998)

<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.

II-1

<PAGE>

SIGNATURES

As required by the Securities Act of 1933, Registrant 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 26th day of February, 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 Amendment
to Registration Statement to be signed on its behalf, in the City of Minneapolis
and State of Minnesota, on this 26th day of February, 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 26th day of February, 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

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

*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

*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

II-2

<PAGE>

PART II

CONTENTS OF REGISTRATION STATEMENT

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

The Facing Sheet.

The general form of Prospectus, consisting of 139 pages.

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

Rule 484 Undertaking.

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

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

The signatures.

Written consents of the following persons:

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

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

3. (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).* (Filed in Pre-Effective Amendment No. 1)

(5) (b) Waiver of Specified Premium Rider.* (Filed in Post-Effective
Amendment No. 2)

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

(5) (d) Connecticut Modification Rider (Filed in Post-Effective
Amendment No. 4)

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

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

II-3

<PAGE>

(7) Not applicable.

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

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

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

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

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

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

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

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

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

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

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

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

(9) Not applicable.

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

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

3. Not applicable.

4. Not applicable.

EX-99.C1. Auditors' Consent.

EX-99.C2. Not applicable.

EX-99.C3. Not applicable.

EX-99.C4. See EX-99.2.

EX-99.C5. Not applicable.

II-4

<PAGE>

EX-99.C6. Actuarial Opinion and Consent.

EX-99.D1. Memorandum describing Northwestern National's issuance,
transfer and redemption procedures for the Policies and
Northwestern National's procedure for conversion to a fixed
benefit policy. (Filed in Post-Effective Amendment No. 4)

EX-24. Powers of Attorney. (Filed as part of Select*Life Variable
Account S-6EL24 on 12-23-96, Accession Number
0000897899-96-000017, CIK 0000897899 and incorporated
herein by reference.)

EX-27. Financial Data Schedule (Filed in S-6EL24 on December 23,
1996, File No. 333-18517 and incorporated herein by
reference.

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

II-5